Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. The Company has the necessary corporate power, authority and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Amalgamation have been duly authorized by the Board and no other corporate proceedings on its part are necessary to authorize this Agreement and the Amalgamation, other than, the approval by the Shareholders as provided in the Circular and other matters relating thereto. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. The authorization of this Agreement, the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Amalgamation, shall not result (with or without notice or the passage of time) in a violation, conflict or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of termination, amendment, first refusal, shotgun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under any provision of: (i) its certificate of incorporation, articles, by-laws or other charter documents; (ii) any applicable Laws (subject to obtaining applicable regulatory approvals) except where such violation, breach, default or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement; or (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which the Acquiror or Subco is a party or by which it is bound, except where such violation, breach, default or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement.

Authority and No Violation. (a) The Company has the necessary corporate power, authority and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Amalgamation Offer have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement and or the AmalgamationOffer, other than, than with respect to the approval by the Shareholders as provided in the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's creditors’ rights generally generally, and to general principles of equity. The . (b) Except as set out on the Disclosure Letter, the authorization of this Agreement, the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement, Agreement and the consummation of the AmalgamationOffer, shall not any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation, conflict material violation or breach of, of or constitute a material default under, in respect of or require any consent an Authorization to be obtained under or give rise to any third party right of termination, amendment, first refusal, shotgun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under or pre-emptive or participation right under, any provision of: (iA) its certificate of incorporation, or any Company Subsidiary’s articles, by-laws or other charter documents, the agreements among the shareholders of any Company Subsidiary or the agreements covering any of the Company’s material joint ventures; (B) any applicable Laws; (C) any material note, bond, mortgage, indenture, instrument, contract, agreement, lease, Authorization or government grant to which the Company or any Company Subsidiary is party or by which it is bound; or (D) any judgment, decree, order or award of any Regulatory Authority or arbitrator; (ii) give rise to any applicable Laws (subject to obtaining applicable regulatory approvals) except where such violationright of termination, breachamendment, default acceleration or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion cancellation of indebtedness of the transactions contemplated by this Agreement; orCompany or any Company Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of the Company or any Company Subsidiary to cease to be available, or cause any security interest in any assets of the Company or any Company Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any material note, bond, mortgage, indenture, contract, licenceagreement, permit Authorization or government grant to which the Acquiror or Subco is a party or by which it is bound, except where such violation, breach, default or failure to obtain a consent would not, individually or grant; or (iv) result in the aggregate, materially impede the completion imposition of any material Encumbrance upon any assets of the transactions Company or any Company Subsidiary. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Regulatory Authority (other than pursuant to applicable securities Laws) is required to be obtained or made by the Company (i) in connection with the consummation of any transaction contemplated by the Offer and this Agreement or (ii) for the consummation of the Offer and any Subsequent Acquisition Transaction not to cause or result in any loss of rights or assets or any interest therein held by the Company or any of the Company Subsidiaries, in each case other than those which are expressly contemplated by the Offer and this Agreement.

Authority and No Violation. The Company Each of the Acquiror and Subco has the necessary corporate power, authority and capacity to enter into this Agreement and all the documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by each of the Company Acquiror and Subco and the consummation by each of the Company Acquiror and Subco of the Amalgamation have been duly authorized by the Board their respective boards of directors and no other corporate proceedings on its their part are necessary to authorize this Agreement and the Amalgamation, other than, the approval by the Shareholders as provided in the Circular and other matters relating theretoAgreement. This Agreement has been duly executed and delivered by each of the Company Acquiror and Subco and constitutes a legal, valid and binding obligation of each of the CompanyAcquiror and Subco, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. The authorization of this Agreement, the execution and delivery by each of the Company Acquiror and Subco of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Amalgamation, Amalgamation shall not result (with or without notice or the passage of time) in a violation, conflict violation or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of terminationunder, amendment, first refusal, shotgun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under any provision of: (i) its certificate of incorporation, articles, by-laws or other charter documents; (ii) any applicable Laws (subject to obtaining applicable regulatory approvals) except where such violation, breach, default or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement; or (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which the Acquiror or Subco is a party or by which it is bound, except where such violation, breach, default or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement.

Authority and No Violation. (i) The Company Purchaser has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Purchaser and the consummation by the Company Purchaser of the Amalgamation transactions contemplated by this Agreement have been duly authorized by the Board board of directors of the Purchaser, and no other corporate proceedings on its the part of the Purchaser are necessary to authorize this Agreement or the transactions contemplated hereby. (ii) The approval of this Agreement, and the Amalgamationtransaction documents to which it is, other thanor is specified to be, a party, will be on the approval by the Shareholders as provided in the Circular and other matters relating thereto. This Agreement has been Closing Date, duly executed and delivered by the Company Purchaser and, assuming the due authorization and constitutes execution of this Agreement by the Vendor, this Agreement represents a legal, valid valid, and binding obligation of the CompanyPurchaser, enforceable against it the Purchaser in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. except as enforcement may be limited by the Enforceability Exceptions. (iii) The authorization of this Agreement, the execution and delivery by the Company of this Agreement by the Purchaser and the performance by it of its obligations under this Agreement, hereunder and the consummation completion of the Amalgamationtransactions contemplated thereby, shall not will not: (A) result (with or without notice or the passage of time) in a violation, conflict violation or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of termination, amendment, first refusal, shotgun, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale under any provision of: (iI) its the Purchaser’s certificate of incorporation, articles, by-laws notice of articles or articles or any other agreement or understanding relating to ownership of shares or other charter documents; interests or to corporate governance; (iiII) any applicable Laws (subject Laws, judgment or decree, except to obtaining applicable regulatory approvals) except where such violationthe extent that the violation or breach of, breach, default or failure to obtain a any consent under, any Laws, judgment or decree would not, individually or in the aggregate, materially impede have a Material Adverse Effect on the completion of the transactions contemplated by this AgreementPurchaser; or or (iiiIII) any note, bondindenture, mortgage, indenturelease, contractagreement, licenceinstrument, permit statute, regulation, order, judgment, decree or government grant law to which the Acquiror Purchaser is a party to, bound by or Subco subject to; (B) result in a material violation or material breach of any material contract, agreement, license, franchise or permit to which it is party or by which it is bound or is subject or is the beneficiary; (C) have a Material Adverse Effect on the Purchaser; (D) require consent to be obtained under any material contract, agreement, license, franchise or permit to which the Purchaser is a party or by which it is boundbound or subject or is the beneficiary; (E) give rise to any right of termination or acceleration of indebtedness of the Purchaser, except or cause such indebtedness to come due before its stated maturity or cause any available credit of the Purchaser to cease to be available; or (F) result in the imposition of any Encumbrance, upon any of its material Assets, or restrict, hinder, impair or limit its ability to carry on its business as and where such violationit is now being carried on in all material respects. (iv) Except for the final acceptance hereof by the TSX expected in the ordinary course, breachno consent, default approval, order or failure authorization of, or declaration or filing with, any Governmental Entity is required to obtain be obtained by the Purchaser in connection with the execution and delivery of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby or thereby other than any consents, approvals, orders, authorizations, declarations or filings of or with a consent Governmental Entity which, if not obtained, would not, individually or in the aggregate, materially impede have a Material Adverse Effect on the completion of the transactions contemplated by this AgreementPurchaser.

Authority and No Violation. The Company has execution, delivery and performance by the necessary corporate power, authority and capacity to enter into Borrower of this Agreement and all documents and agreements contemplated herein each other Transaction Document to which it is or will is to be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company party, and the consummation by other transactions contemplated hereby and thereby, are within the Company of the Amalgamation Borrower’s corporate powers, have been duly authorized by all necessary corporate action of the Board Borrower, and no other corporate proceedings on its part are necessary to authorize this Agreement and the Amalgamationdo not (i) contravene, other thanor constitute a default under, the approval by Borrower’s Governing Documents, (ii) violate in any material respect any Borrower-Related Law, order, writ, judgment, injunction, decree, determination or award applicable to the Shareholders as provided Borrower, (iii) conflict with or result in the Circular and other matters relating thereto. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. The authorization of this Agreement, the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Amalgamation, shall not result (with or without notice or the passage of time) in a violation, conflict or breach of, or constitute a default underunder any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on the Borrower or any of its properties, or (iv) except for Liens created under the Loan Documents and other Permitted Liens, result in respect of or require the creation or imposition of any consent to be obtained under Lien upon or give rise with respect to any third party right of terminationthe properties of the Borrower. The Borrower is not in violation of any Borrower-Related Law, amendmentorder, first refusalwrit, shotgunjudgment, cancellationinjunction, accelerationdecree, penalty determination or payment obligation award or right in breach of purchase or sale under any provision of: (i) its certificate contract, loan agreement, indenture, mortgage, deed of incorporationtrust, articles, by-laws lease or other charter documents; (ii) any applicable Laws (subject to obtaining applicable regulatory approvals) instrument, except where for such violation, breach, default or failure to obtain a consent would violations and breaches that could not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement; or (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant reasonably be expected to which the Acquiror or Subco is have a party or by which it is boundMaterial Adverse Effect, except where such violationas disclosed in Borrower’s public filings, breach, default or failure copies of which have been delivered to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this AgreementLender.

Authority and No Violation. (i) The Company Purchaser has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Purchaser and the consummation by the Company Purchaser of the Amalgamation transactions contemplated by this Agreement have been duly authorized by the Board board of directors of the Purchaser, and no other corporate proceedings on its the part of the Purchaser are necessary to authorize this Agreement or the transactions contemplated hereby. (ii) The approval of this Agreement, and the Amalgamationtransaction documents to which it is, other thanor is specified to be, a party, will be on the approval by the Shareholders as provided in the Circular and other matters relating thereto. This Agreement has been Closing Date, duly executed and delivered by the Company Purchaser and, assuming the due authorization and constitutes execution of this Agreement by the Vendor, this Agreement represents a legal, valid valid, and binding obligation of the CompanyPurchaser, enforceable against it the Purchaser in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. except as enforcement may be limited by the Enforceability Exceptions. (iii) The authorization of this Agreement, the execution and delivery by the Company of this Agreement by the Purchaser and the performance by it of its obligations under this Agreement, hereunder and the consummation completion of the Amalgamationtransactions contemplated thereby, shall not will not: (A) result (with or without notice or the passage of time) in a violation, conflict violation or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of termination, amendment, first refusal, shotgun, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale under any provision of: (iI) its the Purchaser’s certificate of incorporation, articles, by-laws notice of articles or articles or any other agreement or understanding relating to ownership of shares or other charter documentsinterests or to corporate governance; (iiII) any applicable Laws (subject Laws, judgment or decree, except to obtaining applicable regulatory approvals) except where such violationthe extent that the violation or breach of, breach, default or failure to obtain a any consent under, any Laws, judgment or decree would not, individually or in the aggregate, materially impede have a Material Adverse Effect on the completion of the transactions contemplated by this AgreementPurchaser; or (iiiIII) any note, bondindenture, mortgage, indenturelease, contractagreement, licenceinstrument, permit statute, regulation, order, judgment, decree or government grant law to which the Acquiror Purchaser is a party to, bound by or Subco subject to; (B) result in a material violation or material breach of any material contract, agreement, license, franchise or permit to which it is party or by which it is bound or is subject or is the beneficiary; (C) have a Material Adverse Effect on the Purchaser; (D) require consent to be obtained under any material contract, agreement, license, franchise or permit to which the Purchaser is a party or by which it is boundbound or subject or is the beneficiary; (E) give rise to any right of termination or acceleration of indebtedness of the Purchaser, except or cause such indebtedness to come due before its stated maturity or cause any available credit of the Purchaser to cease to be available; or (F) result in the imposition of any Encumbrance, upon any of its material Assets, or restrict, hinder, impair or limit its ability to carry on its business as and where such violationit is now being carried on in all material respects. (iv) Except for the final acceptance hereof by the TSX expected in the ordinary course, breachno consent, default approval, order or failure authorization of, or declaration or filing with, any Governmental Entity is required to obtain be obtained by the Purchaser in connection with the execution and delivery of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby or thereby other than any consents, approvals, orders, authorizations, declarations or filings of or with a consent Governmental Entity which, if not obtained, would not, individually or in the aggregate, materially impede have a Material Adverse Effect on the completion of the transactions contemplated by this AgreementPurchaser.

Authority and No Violation. The Company (i) Telupay has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Telupay and the consummation by the Company Telupay of the Amalgamation transactions contemplated by this Agreement have been duly authorized by the its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement and Agreement, or the Amalgamation, transactions contemplated hereby other than, : (A) with respect to finalizing and approving the approval by the Shareholders as provided in the Circular Proxy Statement and other matters relating thereto. This ; and (B) with respect to the completion of the Merger, the approval of the Telupay Shareholders; (ii) this Agreement has been duly executed and delivered by the Company Telupay and constitutes a its legal, valid and binding obligation of the Companyobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency insolvency, and other applicable Laws affecting creditor's creditors' rights generally generally, and to general principles of equity. The authorization ; (iii) the approval of this Agreement, the execution and delivery by the Company Telupay of this Agreement Agreement, and the performance by it of its obligations under this Agreementhereunder, and the consummation completion of the AmalgamationMerger and the transactions contemplated thereby, shall not will not: (A) result (with or without notice or the passage of time) in a violation, conflict violation or breach of, or constitute a default under, in respect of or require any consent to be obtained under under, or give rise to any third party right of termination, amendmentpurchase or sale rights, first refusal, shotgun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under any provision of: (iI) its certificate articles of incorporation, articles, by-laws or other charter documents, including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests; (iiII) any applicable Laws (subject to obtaining applicable any necessary regulatory approvals) approvals relating to Telupay, any Laws, judgment, or decree, except where such violationto the extent that the violation or breach of, breach, default or failure to obtain a any consent under, any Laws, judgment or decree would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreementhave a Material Adverse Effect on Telupay; or (iiiIII) subject to obtaining any notenecessary regulatory approvals relating to Telupay and the requisite approval of the Telupay Shareholders, bond, mortgage, indenture, contract, licence, permit or government grant to which the Acquiror or Subco is a party or by which it is bound, and except where such violation, breach, default or failure to obtain a consent as would not, individually or in the aggregate, materially impede have a Material Adverse Effect on Telupay, or on any Material Contract, agreement, license, franchise, or permit to which it is party or by which it is bound or is subject or is the completion beneficiary; (B) save and except as set forth in Section 4.1(c)(iii)(B) of the Telupay Disclosure Schedule, give rise to any right of termination or acceleration of indebtedness of Telupay; (C) save and except as set forth in Section 4.1(c)(iii)(C) of the Telupay Disclosure Schedule, and except as would not, individually or in the aggregate, have a Material Adverse Effect on Telupay, result in the imposition of any restriction, tax, penalty, Encumbrance, charge, or lien upon any of the Assets, or restrict, hinder, impair, or limit the ability of Telupay to carry on the Business of Telupay as and where it is now being carried on; (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Telupay or increase any benefits otherwise payable to any such person or under any Telupay Plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options; or (E) result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options; and (iv) no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Telupay, or to its knowledge, any Telupay Shareholder in connection with the execution and delivery of this Agreement or the consummation by Telupay of the transactions contemplated by this Agreement.hereby other than (A) any approval of the Telupay Shareholders of the Merger, (B) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and (C) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Telupay;