Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunder. The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Order. This Agreement has been duly executed and delivered by Company, and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation of Company enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; No Violations. (ai) Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject and to obtaining consummate the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderTransactions. The execution execution, delivery and delivery performance of this Agreement by Company Parent and Merger Sub, and the consummation by Company Parent and Merger Sub of the Transactions Transactions, have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution each of Parent and obtaining the approval Merger Sub (including by the Court of the Interim Order Parent Board and the Final OrderMerger Sub Board) and approved by Intermediate Parent. This Agreement has been duly executed and delivered by Companyeach of Parent and Merger Sub, and and, assuming the due authorization, execution and valid execution delivery of this Agreement by Parent and Parent Canadian Subthe Company, constitutes a valid and binding obligation of Company each of Parent and Merger Sub enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to Creditor’s Rights. No vote or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security capital stock of Company or any of its Subsidiaries Parent is necessary to adopt or approve and adopt this Agreement and the plan of merger set forth in this Agreement or the Transactions, including the Arrangement. (bii) The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub does not, and the consummation of the Transactions by Parent and Merger Sub will not at the Effective Time (iA) contravene, conflict with or result in a breach or violation of violate any provision of the Organizational Documents of Company Parent or Merger Sub; (assuming the Company Requisite Shareholder Vote is obtainedB) result in any violation or any of its Subsidiaries, default (ii) with or without notice, notice or lapse of time time, or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss loss, suspension, limitation or impairment of a benefit underunder (or right of Parent or any of its Subsidiaries to own or use any assets or properties required for the conduct of their respective businesses), or result in (or give rise to) the creation of any Encumbrance upon (other than a Permitted Encumbrance) or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of Company Parent or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license Contract to which Company Parent or any of its Subsidiaries is a party or by which it Parent or any of its Subsidiaries or its or their respective properties or assets are bound, bound that is required to be filed by Parent on the System for Electronic Document Analysis and Retrieval by the applicable Canadian securities regulators pursuant to any Canadian securities Laws; or (iiiC) assuming that each of the Consents referred to in Section 2.4 3.2(c) are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Orderany applicable waiting periods referred to therein have expired or terminated, contravene, conflict with or result in a breach or violation of violate any Law applicable to Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and or (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.

Authority; No Violations. (ai) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionStockholder Approval, to perform its obligations hereunderconsummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject subject, with respect to obtaining the consummation of the Transactions, to the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final OrderStockholder Approval. This Agreement has been duly executed and delivered by Companythe Company and, and assuming the due and valid execution of this Agreement by constitutes the valid and binding obligation of Parent and Parent Canadian Merger Sub, constitutes a valid and binding obligation of the Company enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity equity, regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Creditor’s Rights”). The Company Board, at a meeting duly called and held, Board has by unanimous vote unanimously (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iiiA) resolved to recommend for approval that the Company’s stockholders adopt this Agreement (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt , (B) determined that this Agreement and the TransactionsMerger are advisable and fair to and in the best interests of the Company’s stockholders, including (C) approved this Agreement and the ArrangementMerger, and (D) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company to be held in connection with the Merger to consider the adoption of this Agreement (the “Company Stockholders Meeting”). (bii) The execution, execution and delivery and performance of this Agreement does not, and the consummation of the Transactions will not not, result in any violation of, or default (i) contravene, conflict with or result in a breach without notice or violation lapse of time, or both) under, or acceleration of any provision material obligation or the loss, suspension, limitation or impairment of a material benefit under (or right of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its SubsidiariesSubsidiaries to own or use any assets or properties required for the conduct of their respective businesses, (ii) with including any of the Oil and Gas Properties owned or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit underheld by them), or result in (or give rise to) the creation of any Encumbrance upon or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of the Company or any of its Subsidiaries (including, for the avoidance of doubt, any of their Oil and Gas Properties) under, any provision of (A) the Company Certificate of Incorporation, the Company Bylaws or any comparable organizational documents of any of the Company or any of its Subsidiaries; (B) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)Contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenturelease (including, lease for the avoidance of doubt, any Oil and Gas Lease) or other agreementContract (including, for the avoidance of doubt, any Oil and Gas Contract), permit, franchise or license (including, for the avoidance of doubt, any Company Permit) to which the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or its or their respective properties or assets are bound, including any documents pertaining to the Company Revolving Credit Facility or the Company Senior Notes; or (iiiC) assuming the Consents referred to in Section 2.4 3.1(d) are duly and timely obtained or made and the Company Requisite Shareholder Vote Stockholder Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that are set forth on Schedule 3.1(c)(ii) of the Company Disclosure Schedule or that would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iii) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon in accordance with the DGCL, the Company Certificate of Incorporation and Company Bylaws (the “Company Stockholder Approval”) is the only vote of the holders of Company Capital Stock necessary to approve and adopt this Agreement and the Merger and the other Transactions.

Authority; No Violations. (ai) The Company has all requisite corporate power and authority to execute and deliver this Agreement andAgreement, and at the Closing will have, all requisite corporate power and authority, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionApproval, to perform its obligations hereunderconsummate the Transactions. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject subject, with respect to the consummation of the Transactions, to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final OrderApproval. This Agreement has been duly executed and delivered by Companythe Company and, and assuming the due authorization, execution and valid execution delivery of this Agreement by Parent and Parent Canadian Subthe other party, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity equity, regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Creditor’s Rights”). The Company Board, at a meeting duly called and held, Board has by unanimous vote unanimously (iA) determined resolved to recommend that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved Company’s shareholders approve this Agreement and the Arrangement, and plan of merger set forth herein (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote , (B) determined that entry into this Agreement is in the only vote of the holders of any class or series best interests of the Company Capital Stock or any other security and its shareholders, (C) adopted the plan of Company or any of its Subsidiaries necessary to approve merger set forth herein and adopt this Agreement and approved the Transactions, including the Arrangement. (b) The Company’s execution, delivery and performance of this Agreement and consummation of the Transactions and (D) directed that this Agreement be submitted to a vote at a meeting of the shareholders of the Company to consider the approval of this Agreement (such meeting, including any postponement, adjournment or recess thereof, the “Company Shareholders Meeting”). (ii) The execution and delivery of this Agreement by the Company does not, and the consummation of the Transactions will not not, (iA) contraveneassuming the Company Shareholder Approval is obtained, conflict with or result in a breach or violation of violate any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, ; (iiB) result in any violation or default (with or without notice, notice or lapse of time time, or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss loss, suspension, limitation or impairment of a benefit underunder (or right of the Company or any of its Subsidiaries to own or use any assets or properties required for the conduct of their respective businesses), or result in (or give rise to) the creation of any Encumbrance upon or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any loan Contract evidencing Indebtedness, any Lease, any Material Contract, any Company Permit or credit agreement (subject to, (A) in the case any Organizational Document of the any Company Credit Facilities, the payoff and termination thereof prior to Joint Venture; or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements assuming that each of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 2.4 3.1(d) are duly and timely obtained or made and any applicable waiting periods referred to therein have expired or terminated and the Company Requisite Shareholder Vote Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and or (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iii) Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.2(g), the affirmative vote (in person or by proxy) of the holders of more than two-thirds of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”) is the only vote of the holders of Company Capital Stock necessary to approve this Agreement and the Transactions.

Authority; No Violations. (ai) Company Buyer has all requisite corporate power and authority to execute and deliver this Agreement and, subject and each Buyer Deliverable and to obtaining consummate the approval by the Court of the Interim Order Transactions and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderunder this Agreement and the Buyer Deliverables. The execution and delivery of this Agreement and each Buyer Deliverable by Company Buyer and the consummation by Company Buyer of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Orderaction. This Agreement and each Buyer Deliverable has been or will be duly executed and delivered by CompanyBuyer, and and, assuming the due and valid execution of this Agreement by Parent constitutes the valid and Parent Canadian Subbinding obligation of the Company and Sellers, constitutes a valid and binding obligation of Company Buyer enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity equity, regardless of whether such enforceability is considered in a Proceeding proceeding at law or in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, equity. (ii) approved The execution and delivery of this Agreement and the Arrangement, each Buyer Deliverable does not and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does will not, and the consummation of the Transactions will not not, result in any violation of, or default (i) contravene, conflict with or result in a breach without notice or violation lapse of any provision time, or both) under (A) the organizational documents of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) Buyer or any of its Subsidiaries, ; (iiB) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenture, lease or other contract or agreement, permit, franchise or license to which Company Buyer or any of its Subsidiaries is a party or by which it Buyer or any of its Subsidiaries or its or their respective properties or assets are bound, including any documents pertaining to the Buyer Revolving Credit Facility or the Buyer Notes; or (iiiC) assuming subject to (1) the Consents referred to in Section 2.4 are duly filing with the SEC of such reports under the Exchange Act and timely obtained or made such other compliance with the Exchange Act and the Company Requisite Shareholder Vote has been obtained rules and regulations thereunder as may be required in connection with this Agreement and the Court has granted the Interim Order Transactions, (2) filings with NASDAQ as may be required in connection with this Agreement and the Final OrderTransactions, contravene(3) filings that may be required by any applicable state securities or “blue sky” Laws, conflict and (4) compliance with or result in a breach or violation and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), any Law applicable to Company Buyer or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, violations or Encumbrances defaults (excluding in respect of the Buyer Revolving Credit Facility or indenture under which the Buyer Notes were issued) that are set forth on Schedule 3.3(b)(ii) of the Buyer Disclosure Schedule or that would not be reasonably be expected to have, individually or in the aggregate, a Company Buyer Material Adverse Effect. (iii) No vote or consent of the holders of any class or series of capital stock of Buyer is necessary to approve this Agreement, the Investment Agreement, the issuance of the Stock Consideration under this Agreement or the other Transactions.

Authority; No Violations. (ai) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionStockholder Approval, to perform its obligations hereunderconsummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject subject, with respect to obtaining the consummation of the Transactions, to the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final OrderStockholder Approval. This Agreement has been duly executed and delivered by Companythe Company and, and assuming the due and valid execution of this Agreement by constitutes the valid and binding obligation of Parent and Parent Canadian Merger Sub, constitutes a valid and binding obligation of the Company enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity equity, regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Creditor’s Rights”). The Company Board, at a meeting duly called and held, Board has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval that the Company’s stockholders adopt this Agreement (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt , (ii) determined that this Agreement and the TransactionsMerger are in the best interests of the Company’s stockholders, including (iii) approved this Agreement and the ArrangementMerger, and (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company to be held in connection with the Merger to consider the adoption of this Agreement (the “Company Stockholders Meeting”). (bii) The execution, execution and delivery and performance of this Agreement does not, and the consummation of the Transactions will not not, result in any violation of, or default (i) contravene, conflict with or result in a breach without notice or violation lapse of time, or both) under, or acceleration of any provision material obligation or the loss, suspension, limitation or impairment of a material benefit under (or right of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with Subsidiaries to own or without notice, lapse use any assets or properties required for the conduct of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit undertheir respective businesses), or result in (or give rise to) the creation of any Encumbrance upon or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (A) the Company Certificate of Incorporation, the Company Bylaws or any comparable organizational documents of any of the Company or any of its Subsidiaries; (B) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)Contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenture, lease or other agreementContract, permit, franchise or license to which the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or its or their respective properties or assets are bound, including any documents pertaining to the Revolving Credit Facility or any promissory note issued thereunder; or (iiiC) assuming the Consents referred to in Section 2.4 3.1(d) are duly and timely obtained or made and the Company Requisite Shareholder Vote Stockholder Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that are set forth on Schedule 3.1(c)(ii) of the Company Disclosure Schedule or that would not be reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. (iii) The affirmative vote (in person or by proxy) of the holders of at least two-thirds of the outstanding shares of Company Common Stock entitled to vote thereon in accordance with the DGCL, the Company Certificate of Incorporation and Company Bylaws (the “Company Stockholder Approval”) is the only vote of the holders of Company Capital Stock necessary to approve and adopt this Agreement and the Merger and the other Transactions.

Authority; No Violations. (a) Company Each Purchaser Party has all requisite limited liability company, corporate or partnership (as applicable) power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby, subject to the acceptance of the Company Certificate of Merger and the Partnership Certificate of Merger by the Delaware Secretary of State. The execution board of directors or equivalent governing body of Parent has duly and validly approved the execution, delivery and performance of this Agreement by Company and the consummation by Company of the Transactions have been transactions contemplated by this Agreement, including the Merger. Each of the board of directors of Purchaser Sub, Parent, as sole stockholder of Purchaser Sub, and Purchaser Sub, as general partner of Purchaser LP, has duly authorized and validly approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by all necessary corporate action on this Agreement, including the part Mergers. No other approval of Company, subject to obtaining the Company Requisite Shareholder Vote any equity holder or governing body of any Purchaser Party is required to approve or adopt this Agreement or the Arrangement Resolution and obtaining the approval transactions contemplated by the Court of the Interim Order and the Final Order. this Agreement. (b) This Agreement has been duly and validly executed and delivered by Companyeach Purchaser Party and, assuming due authorization, execution and assuming delivery by the due Company and valid execution of this Agreement by Parent and Parent Canadian Subthe Operating Partnership, constitutes a legal, valid and binding obligation of Company such Purchaser Party, enforceable against Company such Purchaser Party in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to by general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (bc) The execution, execution and delivery and performance of this Agreement does by each Purchaser Party will not, and the consummation of the Transactions transactions contemplated hereby and the performance of their obligations hereunder will not (i) contravenenot, conflict with with, or result in a breach any violation of, or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) of or default under, the creation amendment, cancellation or acceleration of any obligation obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Encumbrance Lien upon any of the properties or assets of Company such Purchaser Party or any of their Subsidiaries under, require the consent or approval of any third party or otherwise result in a detriment or default to such Purchaser Party or any of its Subsidiaries under, any provision of (i) the charter or organizational documents of such Purchaser Party or any of its Subsidiaries as amended or supplemented, (ii) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, or any bond, mortgage, indenture, lease lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to such Purchaser Party or any of its Subsidiaries, or to which Company its respective properties or assets are bound or any guarantee by such Purchaser Party or any of its Subsidiaries is a party or by which it or of any of its Subsidiaries or its or their respective properties or assets are boundthe foregoing, or (iii) any joint venture or other ownership arrangement or (iv) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in Section 2.4 4.3 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Ordermade, contravene, conflict with or result in a breach or violation of any Law or Order applicable to Company or binding upon such Purchaser Party or any of their Subsidiaries, or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii), (iii) and (iiiiv), any such contraventions, conflicts, violations, defaults, accelerationrights, losses, Liens or Encumbrances that would not reasonably be expected to havedetriments that, individually or in the aggregate, would not constitute a Company Parent Material Adverse Effect.

Authority; No Violations. (ai) Company Parent has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final OrderParent. This Agreement has been duly and validly executed and delivered by CompanyParent and constitutes a valid and binding agreement of Parent, enforceable against it in accordance with its terms. (ii) The execution and assuming the due and valid execution delivery of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation of Company enforceable against Company in accordance with its terms, subjectdoes not or will not, as to enforceabilitythe case may be, to bankruptcy, insolvency, reorganization, moratorium and other Laws the performance of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangementconsummation by Parent of the Merger and the other actions contemplated hereby will not, and (iii) resolved to recommend for approval result in a Violation pursuant to: (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents Certificate of Formation or Limited Liability Company (assuming the Company Requisite Shareholder Vote is obtained) Operating Agreement of Parent or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each except as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any Contract, Laws or Orders applicable to Parent or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Exchange Act, (B) the DGCL with respect to the filing of the Agreement of Merger and appropriate documents with the relevant authorities of other states in which the Parent is qualified to do business, (C) rules and regulations of NASDAQ and (D) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent. The Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to the foregoing clauses (A) through (D) are hereinafter referred to as the "Parent Required Consents". The parties hereto agree that references in this Agreement to "obtaining" Parent Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (a) Company has all requisite Each of Parent and Sub have full corporate power and authority to execute and deliver this Agreement and, subject and to obtaining consummate the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereundertransactions contemplated hereby. The execution and delivery of this Agreement by Company Parent and Sub and the consummation by Company Parent and Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action on the part of Companyeach of Parent and Sub. Except for the filing of the Certificate of Merger and the approval of the shareholders of Sub, subject to obtaining no other corporate proceedings on the Company Requisite Shareholder Vote part of Parent or Sub are necessary to approve this Agreement and to consummate the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Ordertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company, Parent and Sub and (assuming the due authorization, execution and valid execution of this Agreement delivery by Parent and Parent Canadian Sub, the Company) constitutes a valid and binding obligation of Company Parent and Sub, enforceable against Company Parent and Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws the effect of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, Neither the execution and delivery and performance of this Agreement does notby each of Parent and Sub, and nor the consummation by either Parent or Sub, as the case may be, of the Transactions transactions contemplated hereby, nor compliance by either Parent or Sub with any of the terms or provisions hereof, will not (i) contraveneviolate, conflict with or result in a breach or violation of any provision of the Organizational Documents Certificate of Company (assuming the Company Requisite Shareholder Vote is obtained) Incorporation or any Bylaws of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit underParent, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries underSub, any provision of any loan or credit agreement (subject to, (A) in as the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are boundmay be, or (iiiii)(x) assuming the Consents referred to in Section 2.4 are duly and timely obtained violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law injunction applicable to Company Parent or any of its Subsidiaries Sub or any of their respective properties or assets, other thanor (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the case termination of clauses (ii) and (iii)or a right of termination or cancellation under, any such contraventions, conflicts, violations, defaults, acceleration, lossesaccelerate the performance required by, or Encumbrances that would not reasonably be expected to have, individually or result in the aggregatecreation of any lien, pledge, security interest, charge or other encumbrance upon any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Sub is a Company Material Adverse Effectparty, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violations. (ai) Company Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and stockholder action on the part of Merger Sub. This Agreement has been duly and validly executed and delivered by Merger Sub and constitutes a valid and binding agreement of Merger Sub, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and other laws affecting the enforcement of creditors' rights generally and by general principles of equity. (ii) The execution and delivery of this Agreement by Company Merger Sub do not, and the performance of this Agreement and the consummation by Company Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order Merger and the Final Order. This Agreement has been duly executed and delivered by Companyother transactions contemplated hereby will not, and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation of Company enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered result in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval Violation pursuant to: (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents certificate of Company (assuming the Company Requisite Shareholder Vote is obtained) incorporation or any by-laws of its Subsidiaries, (ii) with Merger Sub; or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each except as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent, (I) any Contract or, (II) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any Laws or Orders applicable to Merger Sub or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Merger Sub in connection with the execution and delivery of this Agreement by Merger Sub or the consummation of the Merger and the other transactions contemplated hereby, except for the Parent Required Consents, the filing of the Certificate of Merger pursuant to the CBCA and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Authority; No Violations. (ai) Company Each Seller has all requisite corporate power and authority to execute and deliver this Agreement andand each Seller Deliverable, subject and to obtaining consummate the approval by the Court of the Interim Order Transactions and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderunder this Agreement and the Seller Deliverables to which it is a party. The execution and delivery of this Agreement by Company each Seller, any Seller Deliverable to which it is a party, and the consummation by Company each Seller of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Orderaction. This Agreement has and each Seller Deliverable to which each Seller is a party have been or will be duly executed and delivered by Companysuch Seller, and and, assuming the due and valid execution of this Agreement by Parent constitutes the valid and Parent Canadian Subbinding obligation of Buyer, constitutes a valid and binding obligation of Company such Seller, enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity equity, regardless of whether such enforceability is considered in a Proceeding proceeding at law or in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, equity. (ii) approved Except as set forth on Schedule 3.1(k), the execution and delivery of this Agreement and the Arrangement, each Seller Deliverable to which it is a party does not and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does will not, and the consummation of the Transactions will not (i) contravenenot, conflict with or result in a breach any violation of, or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any material obligation or the loss loss, suspension, limitation or impairment of a material benefit under, or result in (or give rise to) the creation of any Encumbrance upon (other than Permitted Encumbrances) or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets Properties under any provision of Company (A) the organizational documents of any Seller or any of its Subsidiaries under, Subsidiaries; (B) any provision of Applicable Contract or any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenture, lease or other contract or agreement, permit, franchise or license to which Company any Seller or any of its Subsidiaries is a party or by which it any Seller or any of its Subsidiaries or its or their respective properties or assets the Properties are bound, bound or (iiiC) assuming subject to compliance with any filing required under the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final OrderHSR Act, contravene, conflict with or result in a breach or violation of any Law applicable to Company any Seller or any of its Subsidiaries or any of their respective properties its or assets, other than, in the case of clauses (ii) and Properties. (iii), ) No vote or consent of the holders of the equity interests of any such contraventions, conflicts, violations, defaults, acceleration, losses, Seller that has not been taken or Encumbrances that would not reasonably be expected obtained is necessary to have, individually approve this Agreement or in the aggregate, a Company Material Adverse EffectTransactions.

Authority; No Violations. (ai) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required Company Vote (as defined in Section 3.01(k)). The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to obtaining and no other corporate or shareholder proceedings on the part of the Company Requisite Shareholder Vote are necessary to approve authorize this Agreement or to consummate the Arrangement Resolution and obtaining transactions contemplated hereby (other than in the case of the consummation of the Merger, the approval of this Agreement by the Court of the Interim Order and the Final OrderRequired Company Vote). This Agreement has been duly and validly executed and delivered by Company, the Company and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation agreement of Company the Company, enforceable against Company it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, . (ii) approved this Agreement The execution and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does by the Company do not or will not, as the case may be, and the performance of the Agreement and the consummation of the Transactions Merger by the Company and the other transactions contemplated hereby will not (i) contravenenot, result in any violation of, conflict with or result in constitute a breach or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) of or default under, the creation amendment, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of an Encumbrance on any Encumbrance upon any assets of the properties or assets of Company or any of its Subsidiaries under(any such violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational document of the Company or any Subsidiary of the Company, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)agreement, note, mortgage, bond, mortgage, indenture, lease lease, benefit plan or other agreement, obligation, instrument, permit, franchise concession, franchise, or license to which the Company or any of its Subsidiaries is a party or by which it any of them or any of its Subsidiaries their properties or its assets may be bound (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order, writ, injunction or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to the Company or any Subsidiary of the Company or their respective properties or assets are bound, or assets. (iii) assuming No consent, approval, permit, order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, federal, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any Subsidiary of its Subsidiaries the Company in connection with the execution and delivery of this Agreement by the Company or any the performance of their respective properties this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or assetsin relation to (A) the Securities Exchange Act of 1934, other than, in as amended (the case of clauses (ii) and (iii"Exchange Act"), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected (B) the DGCL with respect to have, individually or in the aggregate, a Company Material Adverse Effect.filing of the Agreement of Merger and the filing of the Certificate of Merger and other

Authority; No Violations. (a) Company Each Purchaser Party has all requisite corporate or limited liability company power and authority to execute and deliver enter into this Agreement andand to consummate the transactions contemplated hereby, subject to obtaining the approval by the Court filing and acceptance of the Interim Order Articles of Merger and the Final Order Partnership Certificate of Merger. Each of the board of directors of NCIC Merger Sub, ES and obtaining DH, as sole stockholders of NCIC Merger Sub, and ES and DH, as the Company Requisite Shareholder Vote to approve sole unitholders of Partnership Merger Sub, have approved the Arrangement Resolution, to perform its obligations hereunder. The execution and delivery of this Agreement by Company and the consummation transactions contemplated by Company this Agreement, including the Mergers. No other approval of the Transactions have been duly authorized by all necessary corporate action on the part any equity holder or governing body of Company, subject to obtaining the Company Requisite Shareholder Vote any Purchaser Party is required to approve or adopt this Agreement or the Arrangement Resolution and obtaining the approval transactions contemplated by the Court of the Interim Order and the Final Order. this Agreement. (b) This Agreement has been duly executed and delivered by Companyeach Purchaser Party and, assuming due authorization, execution and assuming delivery by the due and valid execution of this Agreement by Parent and Parent Canadian Subother parties hereto, constitutes a legal, valid and binding obligation of Company each Purchaser Party, enforceable against Company each Purchaser Party in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to by general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (bc) The execution, execution and delivery and performance of this Agreement by the Purchaser Parties does not, and the consummation of the Transactions transactions contemplated hereby will not (i) contravenenot, conflict with with, or result in a breach any violation of, or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) of or default under, the creation cancellation or acceleration of any obligation obligation, or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Encumbrance Lien upon any of the properties or assets of Company any Purchaser Party or any of its their Subsidiaries under, require the consent or approval of any third party, or otherwise result in a detriment or default to any Purchaser Party or any of their Subsidiaries under, any provision of (i) the charter or organizational documents of any Purchaser Party or any of their Subsidiaries, (ii) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement), note, or any bond, mortgage, indenture, lease lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to which Company any Purchaser Party or any of its Subsidiaries is a party their Subsidiaries, or by to which it or any of its Subsidiaries or its or their respective properties or assets are bound, or any guarantee by any Purchaser Party or any of their Subsidiaries of any of the foregoing, (iii) any joint venture or other ownership arrangement, or (iv) assuming the Consents consents, approvals, authorizations or permits and filings or notifications referred to in Section 2.4 4.3 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Ordermade, contravene, conflict with or result in a breach or violation of any Law or Order applicable to Company or binding upon any Purchaser Party or any of its Subsidiaries their Subsidiaries, or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii)any of the foregoing matters, any such contraventions, conflicts, violations, defaults, accelerationrights, losses, Liens or Encumbrances that would not reasonably be expected to havedetriments that, individually or in the aggregate, a Company Material Adverse Effectwould not materially impair or delay the ability of any Purchaser Party to perform its obligations hereunder or prevent the consummation by any of them of any of the transactions contemplated hereby.

Authority; No Violations. (ai) Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject and to obtaining consummate the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderTransactions. The execution and delivery of this Agreement by Company Parent and Merger Sub and the consummation by Company Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution each of Parent and obtaining the approval by the Court of the Interim Order and the Final OrderMerger Sub. This Agreement has been duly executed and delivered by Companyeach of Parent and Merger Sub, and and, assuming the due and valid execution of this Agreement by Parent constitutes the valid and Parent Canadian Subbinding obligation of the Company, constitutes a valid and binding obligation of Company each of Parent and Merger Sub enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Creditor’s Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, . (ii) approved this Agreement The execution and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravenenot, conflict with or result in a breach any violation of, or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company Parent or any of its Subsidiaries under, under any provision of (A) the certificate of incorporation, articles of incorporation, bylaws or similar organization documents of Parent, Merger Sub or any of their respective Subsidiaries; (B) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)Contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenture, lease or other agreementContract, permit, franchise or license to which Company Parent or any of its Subsidiaries is a party or by which it Parent or Merger Sub or any of its their respective Subsidiaries or its or their respective properties or assets are bound, ; or (iiiC) assuming the Consents referred to in Section 2.4 3.2(c) are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Ordermade, contravene, conflict with or result in a breach or violation of any Law applicable to Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, losses or Encumbrances that would not be reasonably be expected likely to have, individually or in the aggregate, a Company Parent Material Adverse Effect. (iii) No vote or consent of the holders of any equity or voting interests in Parent that has not been obtained prior to the date of this Agreement is necessary to approve this Agreement or the Merger.

Authority; No Violations. (ai) The Company has all requisite corporate power and authority to execute and deliver this Agreement andand each Company Deliverable, subject and to obtaining consummate the approval by the Court of the Interim Order Transactions and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderunder this Agreement and each Company Deliverable. The execution and delivery of this Agreement and each Company Deliverable by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Orderaction. This Agreement has and each Company Deliverable have been or will be duly executed and delivered by the Company, and and, assuming the due and valid execution of this Agreement by Parent constitutes the valid and Parent Canadian Subbinding obligation of Buyer and each Seller, constitutes a valid and binding obligation of Company the Company, enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity equity, regardless of whether such enforceability is considered in a Proceeding proceeding at law or in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, equity. (ii) approved The execution and delivery of this Agreement and the Arrangement, each Company Deliverable does not and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does will not, and the consummation of the Transactions will not (i) contravenenot, conflict with or result in a breach any violation of, or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any material obligation or the loss loss, suspension, limitation or impairment of a material benefit under, or result in (or give rise to) the creation of any Encumbrance upon (other than Permitted Encumbrances) or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets Properties under any provision of (A) the organizational documents of the Company or any of its Subsidiaries underSubsidiaries; (B) other than the Company Credit Facility, any provision of any Applicable Contract or loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenture, lease or other contract or agreement, permit, franchise or license to which the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or its or their respective properties or assets the Properties are bound, bound or (iiiC) assuming subject to compliance with any filing required under the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final OrderHSR Act, contravene, conflict with or result in a breach or violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties its Properties or its other assets, other than, in the case of clauses (iiB) and (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, losses or Encumbrances that are set forth on Schedule 3.2(b)(ii) of the Company Disclosure Schedule or that would not be reasonably be expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect. (iii) Except as set forth on Schedule 3.2(b)(iii) of the Company Disclosure Schedule, no vote or consent of the holders of the equity interests of the Company that has not been taken or obtained is necessary to approve this Agreement or the Transactions.

Authority; No Violations. (ai) Company Each of Parent, OpCo and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by of (A) the Court issuance of Parent Common Stock in the Merger and (B) the election of the Interim Order and Company Director in accordance with Section 5.15, each by a majority of the Final Order and obtaining votes cast at a duly called meeting of the Company Requisite shareholders of Parent (the “Parent Shareholder Vote to approve Meeting”) at which a quorum is present (the Arrangement Resolution“Parent Shareholder Approval”), to perform its obligations hereunderconsummate the Transactions. The execution and delivery of this Agreement by Company Parent, OpCo and Merger Sub and the consummation by Company Parent, Opco and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Companyeach of Parent and Merger Sub, subject subject, with respect to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court consummation of the Interim Order and Transactions, to the Final OrderParent Shareholder Approval. This Agreement has been duly executed and delivered by Companyeach of Parent, OpCo and Merger Sub, and, assuming the due and valid execution of this Agreement by Parent constitutes the valid and Parent Canadian Subbinding obligation of the Company, constitutes a valid and binding obligation of Company each of Parent, OpCo and Merger Sub enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Creditor’s Rights”). The Company Board, at a meeting duly called and held, Parent Board has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) unanimously resolved to recommend for approval (A) that the Arrangement Resolution, to the holders shareholders of Parent vote in favor of the outstanding Company issuance of Parent Common Shares, and Stock in the Merger (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Parent Board Recommendation”). The Company Requisite Shareholder Vote is the only vote Board of the holders Directors of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve OpCo has approved and adopt declared advisable this Agreement and the Transactions, including the ArrangementMerger. (bii) The execution, execution and delivery and performance of this Agreement does not, and the consummation of the Transactions will not not, result in any violation of, or default (i) contravene, conflict with or result in a breach without notice or violation lapse of time, or both) under, or acceleration of any provision material obligation or the loss, suspension, limitation or impairment of the Organizational Documents a material benefit under (or right of Company (assuming the Company Requisite Shareholder Vote is obtained) Parent or any of its SubsidiariesSubsidiaries to own or use any assets or properties required for the conduct of their respective businesses, (ii) with including any of the Oil and Gas Properties owned or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit underheld by them), or result in (or give rise to) the creation of any Encumbrance upon or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of Company Parent or any of its Subsidiaries under(including, for the avoidance of doubt, any of their Oil and Gas Properties) under any provision of (A) the Parent Memorandum of Association, Parent Bye-laws or similar organization documents of Parent, OpCo, Merger Sub or any of their respective Subsidiaries; (B) any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)Contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenturelease (including, lease for the avoidance of doubt, any Oil and Gas Lease) or other agreementContract (including, for the avoidance of doubt, any Oil and Gas Contract), permit, franchise or license to which Company Parent or any of its Subsidiaries is a party or by which it Parent, OpCo or Merger Sub or any of its their respective Subsidiaries or its or their respective properties or assets are bound, including any documents pertaining to the Parent Revolving Credit Facility or the Parent Notes; or (iiiC) assuming the Consents referred to in Section 2.4 3.2(c) are duly and timely obtained or made and the Company Requisite Parent Shareholder Vote Approval has been obtained and the Court has granted the Interim Order and the Final Orderobtained, contravene, conflict with or result in a breach or violation of any Law applicable to Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, losses or Encumbrances that are set forth on Schedule 3.2(b)(ii) of the Parent Disclosure Schedule or that would not be reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. (iii) Other than the Parent Shareholder Approval, no vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement, the Merger or the other Transactions.

Authority; No Violations. (ai) Company Buyer has all requisite corporate power and authority to execute and deliver this Agreement and, subject and each Buyer Deliverable and to obtaining consummate the approval by the Court of the Interim Order Transactions and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderunder this Agreement and the Buyer Deliverables. The execution and delivery of this Agreement and each Buyer Deliverable by Company Buyer and the consummation by Company Buyer of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Orderaction. This Agreement and each Buyer Deliverable has been or will be duly executed and delivered by CompanyBuyer, and and, assuming the due and valid execution of this Agreement by Parent constitutes the valid and Parent Canadian Subbinding obligation of Sellers, constitutes a valid and binding obligation of Company Buyer enforceable against Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity equity, regardless of whether such enforceability is considered in a Proceeding proceeding at law or in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, equity. (ii) approved The execution and delivery of this Agreement and the Arrangement, each Buyer Deliverable does not and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does will not, and the consummation of the Transactions will not not, result in any violation of, or default (i) contravene, conflict with or result in a breach without notice or violation lapse of any provision time, or both) under (A) the organizational documents of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) Buyer or any of its Subsidiaries, ; (iiB) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each as contemplated in this Agreement)contract, note, bond, indenture, security agreement, guarantee, pledge, mortgage, indenture, lease or other contract or agreement, permit, franchise or license to which Company Buyer or any of its Subsidiaries is a party or by which it Buyer or any of its Subsidiaries or its or their respective properties or assets are bound, including any documents pertaining to the Buyer Revolving Credit Facility or the Buyer Notes; or (iiiC) assuming subject to (1) the Consents referred to in Section 2.4 are duly filing with the SEC of such reports under the Exchange Act and timely obtained or made such other compliance with the Exchange Act and the Company Requisite Shareholder Vote has been obtained rules and regulations thereunder as may be required in connection with this Agreement and the Court has granted the Interim Order Transactions, (2) filings with NASDAQ as may be required in connection with this Agreement and the Final OrderTransactions, contravene(3) filings that may be required by any applicable state securities or “blue sky” Laws, conflict and (4) compliance with or result in a breach or violation and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), any Law applicable to Company Buyer or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such contraventions, conflicts, violations, defaults, acceleration, losses, violations or Encumbrances defaults (excluding in respect of the Buyer Revolving Credit Facility or indenture under which the Buyer Notes were issued) that are set forth on Schedule 3.2(b)(ii) of the Buyer Disclosure Schedule or that would not be reasonably be expected to have, individually or in the aggregate, a Company Buyer Material Adverse Effect. (iii) No vote or consent of the holders of any class or series of capital stock of Buyer is necessary to approve this Agreement, the Investment Agreement, the issuance of the Stock Consideration under this Agreement or the other Transactions.

Authority; No Violations. (ai) Company Aquarion has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement ResolutionAgreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Aquarion Vote (as defined in Section 3.1(p)). The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of CompanyAquarion, subject and no other corporate or stockholder proceedings on the part of Aquarion are necessary to obtaining authorize this Agreement or to consummate the Company Requisite Shareholder Vote to approve transactions contemplated hereby (other than in the Arrangement Resolution and obtaining case of the approval consummation of the Merger, the adoption of this Agreement by the Court of the Interim Order and the Final OrderRequired Aquarion Vote). This Agreement has been duly and validly executed and delivered by Company, Aquarion and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation agreement of Company Aquarion, enforceable against Company it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, . (ii) approved this Agreement The execution and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does by Aquarion do not or will not, as the case may be, and the performance of the Agreement and the consummation of the Transactions Merger by Aquarion and the other transactions contemplated hereby will not (i) contravenenot, conflict with or result in any violation of, or constitute a breach or violation of any provision of the Organizational Documents of Company default (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, notice or lapse of time time, or both) under, result in or give rise to a breach or violation of, a termination (or right of termination) of or default under, the creation amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of an Encumbrance on any Encumbrance upon any of the properties or assets of Company Aquarion or any of its Subsidiaries under(any such violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of Aquarion or any loan Subsidiary of Aquarion or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions), each except as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Aquarion, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to Aquarion or any Subsidiary of Aquarion or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to Aquarion or any Subsidiary of Aquarion in connection with the execution and delivery of this Agreement by Aquarion or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) the DGCL with respect to the filing of the Delaware Certificate of Merger, (D) Laws, practices and Orders of any state public utility control or public service commissions or similar state regulatory bodies ("PUCs"), each of which is identified in Section 3.1(c)(iii)(D) of the Aquarion Disclosure Schedule, (E) Laws, practices and Orders of any state departments of public health or departments of health or similar state regulatory bodies or of any federal or state regulatory body having jurisdiction over environmental protection or environmental conservation or similar matters ("Health Agencies"), each of which is identified in Section 3.1(c)(iii)(E) of the Aquarion Disclosure Schedule, (F) rules and regulations of The New York Stock Exchange, Inc. (the "NYSE"), and (G) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Aquarion. Consents, approvals, Orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Aquarion Required Consents." The parties hereto agree that references in this Agreement to "obtaining" Aquarion Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (a) The Company has, and each Moneda Entity will have, as of the Closing, all requisite corporate power and authority to execute and deliver the Transaction Agreements to which it is or will be a party and to consummate the Transactions. The execution, performance and delivery of this Agreement by the Company have been, and the execution, performance and delivery of the Ancillary Agreements to which each Moneda Entity is or will be a party and the consummation of the Transactions by each Moneda Entity have been, as of the Closing, duly and validly authorized by all requisite action thereof and no other corporate proceedings or shareholder action on the part of any Moneda Entity will be necessary to authorize, or approve its execution and delivery of this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, or to consummate the Transactions, other than (i) the shareholder approval required to effect the Merger and (ii) the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and publication of notice of the Merger in the Cayman Islands Government Gazette pursuant to the CICA. This Agreement has been (and the execution and delivery of each Ancillary Agreement to which a Moneda Entity will be a party will be) duly executed and delivered by each Moneda Entity, as applicable, constitutes (and each such Ancillary Agreement when so executed and delivered by the applicable Moneda Entity will constitute) a valid, legal and binding agreement of the Moneda Entities (assuming that this Agreement has been, and the Ancillary Agreements to which the Moneda Entity is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against the respective Moneda Entity in accordance with their terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, liquidation, insolvency, fraudulent conveyance, reorganization, moratorium, preference or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) No notices to, filings with or authorizations, consents or approvals of any Governmental Authority (collectively, “Governmental Filings”) are necessary to be made by or received by the Company or such Moneda Shareholder for the execution, delivery or performance by the Company and such Moneda Shareholder of this Agreement or the Ancillary Agreements to which the Company is or will be a party or the consummation by the Company of the Transactions, except for (i) compliance with, and filings related to, the FNE Filing, (ii) filings listed on Section 3.2(b) of the Company Disclosure Schedule, (iii) the filing of the Plan of Merger by MAM II HoldCo and related documentation with the Registrar of Companies of the Cayman Islands and publication of notice of the Merger in the Cayman Islands Government Gazette pursuant to the CICA (iv) any Governmental Filings of the Company that become applicable as a result of matters specifically related to PIL or its Affiliates and (v) those the failure of which to obtain or make would not reasonably be expected to materially impair or delay Moneda Entities or such Moneda Shareholder’s ability to consummate the Transaction on a timely basis. (c) Except as set forth in Section 3.2(c) of the Company Disclosure Schedule, (i) no vote of the holders of any class or series of capital stock of the Moneda Entities is necessary to approve this Agreement, each other Ancillary Agreement to which it is or will be a party or the Pre-Closing Reorganization as applicable to each such Moneda Entity; and (ii) except for dissenter’s rights applicable to MAM II HoldCo upon the Merger, no dissenter’s rights will be applicable with respect to the Transactions. (d) Each of the Moneda Shareholders has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order Ancillary Agreements to which it is or will be a party and obtaining to consummate the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereunderTransactions. The execution and delivery of this Agreement by Company the Company, and, as of the Closing, the execution and delivery of the Ancillary Agreements to which such Moneda Shareholder will be a party and the consummation by Company of the Transactions by such Moneda Shareholder will have been duly and validly authorized by all necessary requisite action of such Moneda Shareholder and no other corporate proceedings or shareholder action on the part of Companysuch Moneda Shareholder are necessary to authorize, subject to obtaining the Company Requisite Shareholder Vote to or approve the Arrangement Resolution its execution and obtaining the approval by the Court delivery of the Interim Order this Agreement and the Final OrderAncillary Agreements to which such Moneda Shareholder is a party, to perform its obligations hereunder and thereunder, or to consummate the Transactions. This Agreement has been (and the execution and delivery of each Ancillary Agreement to which such Moneda Shareholder will be a party will be) duly executed and delivered by Companysuch Moneda Shareholder and constitutes (and each such Ancillary Agreement when so executed and delivered by such Moneda Shareholder will constitute) a valid, legal and binding agreement of such Moneda Shareholder (assuming that this Agreement has been, and assuming the due Ancillary Agreements to which such Moneda Shareholder is a party will be, duly and valid execution of this Agreement validly authorized, executed and delivered by Parent and Parent Canadian Subthe other Persons party thereto), constitutes a valid and binding obligation of Company enforceable against Company such Moneda Shareholder in accordance with its their terms, subjectexcept (i) to the extent that enforceability may be limited by applicable bankruptcy, as to enforceability, to bankruptcyliquidation, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, preference or other Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (iii) determined that the Arrangement availability of equitable remedies, including specific performance, is in the best interests of Company and is fair subject to the holders discretion of the court before which any proceeding thereof may be brought. (e) Except as set forth in Section 3.2(e) of the Company Common SharesDisclosure Schedule, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only no vote of the holders of any class or series of the Company Capital Stock or any other security capital stock of Company or any of its Subsidiaries the Moneda Shareholders is necessary to approve and adopt this Agreement and the Transactions, including the Arrangement. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with Closing, (B) the requirements of Parent under Section 4.22(c) with respect to the Company Senior Note Agreements, and (C) the requirements of Parent under Section 4.23 with respect to Derivative Transactions)Agreement, each as contemplated in this Agreement), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license Ancillary Agreement to which Company such Moneda Shareholder is or any of its Subsidiaries is will be a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 2.4 are duly and timely obtained or made and the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law Pre-Closing Reorganization as applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any each such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectMoneda Shareholder.

Authority; No Violations. (ai) Company IBC has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject and to obtaining consummate the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder Vote to approve the Arrangement Resolution, to perform its obligations hereundertransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by Company and the consummation by Company of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company, subject IBC and no other corporate action or other corporate proceedings on the part of IBC is necessary to obtaining authorize this Agreement or the Company Requisite Shareholder Vote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Ordertransactions hereby contemplated. This Agreement has been duly executed and delivered by Company, IBC and assuming the due and valid execution of this Agreement by Parent and Parent Canadian Sub, constitutes a valid and binding obligation agreement of Company IBC, enforceable against Company it in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ rights and to creditors generally, by general equity principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called law) or by an implied covenant of good faith and held, has by unanimous vote (i) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, dealing. (ii) approved The execution and delivery of this Agreement by IBC does not and will not, as the case may be, and the Arrangementconsummation by IBC of the Merger and the other transactions contemplated hereby will not, result in a Violation pursuant to: (A) any provision of the articles of incorporation or by-laws of IBC or any Subsidiary of IBC or (B) except as would not reasonably be expected to result in a Material Adverse Effect on IBC, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) resolved below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to recommend for approval (A) the Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Requisite Shareholder Vote is the only vote of the holders of any class or series of the Company Capital Stock IBC or any other security Subsidiary of Company IBC or any of its Subsidiaries necessary to approve and adopt this Agreement and the Transactions, including the Arrangementtheir respective properties or assets. (biii) The No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to IBC or any Subsidiary of IBC in connection with the execution, delivery and performance of this Agreement does not, by IBC and Acquisition Sub or the consummation of the Transactions will not (i) contraveneMerger and the Subsidiary Mergers, conflict with except for those required under or result in a breach or violation of any provision of the Organizational Documents of Company (assuming the Company Requisite Shareholder Vote is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject to, relation to (A) in the case of the Company Credit Facilities, the payoff and termination thereof prior to or substantially concurrently with ClosingBHC Act, (B) the requirements of Parent under Section 4.22(c) DGCL with respect to the Company Senior Note Agreementsfiling of the Certificate of Merger, and (C) the requirements laws, rules, regulations, practices and orders of Parent under Section 4.23 with respect to Derivative Transactions)any applicable federal or state banking departments or of any federal or state regulatory body having jurisdiction over banking matters, each as contemplated in this Agreement), note, bond, mortgage, indenture, lease (D) antitrust or other agreementcompetition laws of other jurisdictions, permit(E) the registration under the 1933 Act of the shares of IBC Common Stock to be issued in the Merger, franchise (F) the registration or license qualification of the shares of IBC Common Stock to which Company be issued in the Merger under state securities or any “blue sky” laws, (G) the listing of its Subsidiaries is a party or by which it or any the shares of its Subsidiaries or its or their respective properties or assets are boundIBC Common Stock to be issued in the Merger on the Nasdaq National Market System, or subject to official notice of issuance, (iiiH) assuming the Consents referred to such consents and approvals specified in Section 2.4 are duly and timely obtained or made and 4.2(c) of the Company Requisite Shareholder Vote has been obtained and the Court has granted the Interim Order and the Final Order, contravene, conflict with or result in a breach or violation of any Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) IBC Disclosure Schedule and (iii)I) such consents, any such contraventionsapprovals, conflictsorders, violationsauthorizations, defaultsregistrations, acceleration, losses, declarations and filings the failure of which to make or Encumbrances that obtain would not reasonably be expected to haveresult in a Material Adverse Effect on IBC. Consents, individually approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clauses (A)-(H) above are hereinafter referred to as the aggregate, a Company Material Adverse Effect“IBC Required Consents.”