Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (i) Other than the filings, notices, approvals and/or exemption orders (A) under the CBCA, (B) under the HSR Act, (C) under the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of Canada, (D) to comply with state securities or “blue sky” Laws, (E) required to be made with the New York Stock Exchange, Inc. (“NYSE”) and the Toronto Stock Exchange (“TSX”), (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (G) under the Investment Canada Act and Competition Act (Canada), and other than the Interim Order and the Final Order, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by the Company or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement and the Arrangement, except where the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorization, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement and the Arrangement will not, constitute or result in (A) a breach or violation of, or a default under, the Organizational Documents of the Company or any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement.

Governmental Filings; No Violations. (i) Other than the filings, notices, approvals and/or exemption orders (A) under the CBCA, (B) under the HSR Act, (C) under the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of Canada, (D) to comply with state securities or “blue sky” Laws, (E) required to be made with the New York Stock Exchange, Inc. (“NYSE”) and the Toronto Stock Exchange (“TSX”), (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (G) under the Investment Canada Act and Competition Act (Canada), and other than the Interim Order and the Final OrderRegulatory Filings, no notices, reports or other filings are required to be made by the Company either Parent or any of its Subsidiaries Purchaser with, and no nor are any consents, registrations, approvals, permits or authorizations are required to be obtained by the Company either Parent or any of its Subsidiaries Purchaser from, any governmental or regulatory authority, agency, commission, body authorities of Canada or any province or other governmental entity subdivision thereof, the United States, the several States or any other jurisdictions (“Governmental Entity”), foreign or domestic) in connection with the execution and delivery of this Agreement by the Company either Parent or Purchaser and the consummation by the Company Parent and Purchaser of the transactions contemplated by this Agreement hereby, except that Parent must provide a notice of material change to the securities commissions of each of the Provinces of Canada (which Parent shall do forthwith following announcement of the Offer), provide notice to and obtain acceptance of notice from The Toronto Stock Exchange and the ArrangementMontreal Exchange with respect to the stock options to be granted to the Shareholder and the issuance of Parent's Class B non-voting shares on the exercise of the exchange rights attached to the Class A Stock (which notice has been given to The Toronto Stock Exchange and will forthwith be given to the Montreal Exchange) and provide notice of issuance to the Ontario Securities Commission with respect to and forthwith following the issuance of any of the Parent's Class B non-voting shares, and except where for such filings, notices, reports, consents, registrations, approvals, permits or authorizations that the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorization, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or prevent, that would not prevent or materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the ArrangementAgreement. (ii) The execution, execution and delivery and performance of this Agreement by the Company each of Parent and Purchaser do not, and the consummation by the Company each of Parent and Purchaser of the transactions contemplated by this Agreement and the Arrangement hereby will not, constitute or result in (Ax) a breach or violation of, or a default under, the Organizational Documents respective Certificate of the Company Incorporation or any By- Laws or comparable governing instruments of its Subsidiaries, Parent and Purchaser or (By) a breach or violation of, or a default under, the acceleration of any obligations indebtedness or the creation of a lien, pledge, security interest or other encumbrance Lien on the assets of the Company or any of its Subsidiaries (with or without notice, the giving of notice or the lapse of time or bothtime) pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement provision of any Contract of either Parent or other obligation (“Contracts”) binding upon the Company Purchaser or any of its Subsidiaries law, rule, ordinance or any Laws regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries Purchaser is subject or (C) any change in the rights or obligations of any party under any of the Contractssubject, except, in the case of clause (B) or (Cy) above, for any breachsuch breaches, violationviolations, defaultdefaults, acceleration, creation accelerations or change Liens that, individually alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect prevent or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the ArrangementAgreement.

Governmental Filings; No Violations. (i) 2.2.4.1. Other than the necessary filings, notices, approvals approvals, confirmations, consents, declarations and/or exemption orders decisions (A) under the CBCApursuant to Sections 1.1.2 and 3.4, (B) under the HSR Act, (C) under the Exchange Act, the Securities Act, the Ontario Securities Act Canadian securities laws, and the securities laws of each of CCA, and any approvals from the other provinces and territories of CanadaEuropean Commission or the European Union, (DC) to comply with state securities or “blue sky” Lawsthe rules and regulations of the NYSE, (E) required to be made with the New York Stock Exchange, Inc. (“NYSE”) TSE and the Toronto Stock Exchange (“TSX”)Nasdaq, (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (GD) under the Investment Canada Act "blue sky" laws in the United States and Competition Act similar Canadian securities laws (Canadasuch filings, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by Parent being the "Parent Required Consents"), and other than the Interim Order and the Final Orderno filings, no notices, reports or other filings declarations and/or decisions are required to be made by the Company or any of its Subsidiaries Parent with, and no consents, registrations, approvals, permits nor are any approvals or authorizations are other confirmations or consents required to be obtained by the Company or any of its Subsidiaries Parent from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery by Parent and Merger Sub of this Agreement Agreement, the performance by the Company Parent and Merger Sub of their obligations hereunder and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement and the ArrangementAgreement, except where those the failure of which to make any such noticemake, report give or filing or obtain any such consent, registration, approval, permit or authorizationobtain, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Company Material Adverse Effect on Parent or prevent, materially delay or materially impair the Parent's or Merger Sub's ability of the Company to consummate the Merger or any of the other transactions contemplated by this Agreement and the ArrangementAgreement. (ii) 2.2.4.2. The execution, execution and delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the performance of Parent and Merger Sub of their obligations hereunder and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement and hereby (including the Arrangement issuance of Parent Common Shares) will not, constitute or result in (A) a breach or violation of, or a default under Parent's certificate of incorporation or by-laws (as amended from time to time) or the articles of incorporation and by-laws of Merger Sub (as amended from time to time), (B) a breach or violation of or a default under, or the Organizational Documents acceleration or creation of any obligations, or the Company creation of any Lien on the assets of Parent or any of its SubsidiariesSubsidiaries (with or without notice, lapse of time or both) pursuant to any provisions of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, (BC) subject to making, giving or obtaining all necessary filings, notices, approvals, confirmations, declarations and/or decisions specified by Section 2.2.4.1, a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance any Lien on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (“Contracts”) Contract binding upon the Company Parent or any of its Subsidiaries or any Laws Law or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries is subject subject, or (CD) any change in the rights or obligations of any party under any of the its Contracts, except, in the case of clause (B), (C) or (CD) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Company Material Adverse Effect on Parent or prevent, materially delay or materially impair the Parent's or Merger Sub's ability of the Company to consummate the Merger or any of the other transactions contemplated by this Agreement and the ArrangementAgreement.

Governmental Filings; No Violations. (ia) Other than the filings, notices, approvals and/or exemption orders reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (Ai) under pursuant to the CBCA, (B) under the HSR Canada Business Corporations Act, (Cii) under the Exchange Act, the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of Canada, (D) to comply with state securities or “blue sky” applicable Canadian Securities Laws, (Eiii) required to be made with the New York Stock Exchange, Inc. (“NYSE”) NYSE and the Toronto Stock Exchange (“TSX”), (Fiv) any filings required to be or customarily filed pursuant to any state environmental transfer statutes under, and in compliance with other applicable requirements of, the HSR Act, other Antitrust Laws and the DPA and (Gv) under the Investment Canada Act state or provincial securities, takeover, public utility and Competition Act (Canada), and other than the Interim Order and the Final Order“blue sky” Laws, no filings, notices, reports or other filings are required to be made by the Company or any of its Subsidiaries withreports, and no consents, registrations, approvals, permits or authorizations are required to be made by the Parent Parties or Merger Sub with, nor are any required to be made or obtained by the Company Parent Parties or any of its Subsidiaries Merger Sub with or from, any governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), Entity in connection with the execution execution, delivery and delivery performance of this Agreement by the Company Parent Parties and Merger Sub and the consummation by the Company of the transactions contemplated by this Agreement Transactions or in connection with the continuing operation of the business of Parent and its Subsidiaries following the ArrangementEffective Time, except where the failure to make any such notice, report or filing or obtain any such consent, registration, approval, permit or authorizationas would not, individually or in the aggregate, would not reasonably be reasonably likely expected to have have, a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the ArrangementEffect. (iib) The execution, delivery and performance of this Agreement by the Company Parent Parties do not, and the consummation by the Company of the transactions contemplated by this Agreement and the Arrangement Transactions will not, constitute or (i) contravene, violate, conflict with any of, result in (A) a any breach or violation of, or a default require the consent of any Person under, the terms, conditions or provisions of the Organizational Documents of the Company or any of Parent or its Subsidiaries; (ii) contravene, conflict with or violate any provision of applicable Law; (Biii) conflict with, result in a breach or violation of, or constitute a default under, the acceleration of any obligations under (whether with notice or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject Parent Material Contract; or (Civ) any change result in the rights or obligations creation of any party under lien on any of the Contractsassets or businesses of any of Parent or its Subsidiaries under any such Parent Material Contract, except, except in the case of clause clauses (Bii), (iii) or and (C) aboveiv), for any breach, violation, default, acceleration, creation or change thatthose items that would not, individually or in the aggregate, would not be reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the ArrangementEffect.