Common use of No Conflict; Required Filings and Consent Clause in Contracts

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx and, except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx is a party or by which Xxxxxxx is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx is subject; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Xxxxxxx’x assets. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order and the filing of the Xxxxxxx Articles of Arrangement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx for the consummation by Xxxxxxx of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Bullion of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement Merger will not violate, conflict with or result in a breach of any provision of the constating organizational documents of Xxxxxxx andBullion or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Bullion Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Xxxxxxx Bullion or any of its Subsidiaries is a party or by which Xxxxxxx Bullion or any of its Subsidiaries is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Bullion or any of its Subsidiaries is subjectsubject or by which Bullion or any of its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Xxxxxxx’x assetsBullion’s assets or the assets of any of its Subsidiaries. Other than the Xxxxxxx TSXV Approval, Shareholder Approval and those listed on Schedule 4.1(c) to the Xxxxxxx Interim Order, the Xxxxxxx Final Order and the filing of the Xxxxxxx Articles of ArrangementBullion Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority Person is necessary on the part of Xxxxxxx Bullion for the consummation by Xxxxxxx Bullion of its obligations in connection with the Xxxxxxx Arrangement Merger under this Agreement or for the completion of the Xxxxxxx Arrangement Merger not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Bullion or any of its Subsidiaries in any material properties, except for for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such Authorizationsreports under the Exchange Act as may be required in connection with this Agreement, consentsthe Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, approvals as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and filings as the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to which the failure to obtain or make would nothave, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangementa Bullion Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Primero of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Xxxxxxx Arrangement Transaction will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andPrimero, and except for Required Consents and Approvals or as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Primero Material Adverse Effect, Effect will not: (ai) violate, conflict with or result in a breach of: of (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx Primero is a party party, or by which Xxxxxxx it is bound; bound or (iiB) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Primero is subjectsubject or by which it is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permitpermit that relates to any of the Purchased Assets; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien lien upon any of Xxxxxxx’x assetsthe Purchased Assets. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order Required Consents and the filing of the Xxxxxxx Articles of ArrangementApprovals disclosed in Schedule H, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Primero for the consummation completion by Xxxxxxx it of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to Transaction that would cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx in any material propertiesPrimero, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation completion of the Xxxxxxx ArrangementTransaction.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Starcore of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andStarcore or those of any of the Starcore Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Xxxxxxx Starcore or any of the Starcore Subsidiaries is a party or by which Xxxxxxx Starcore or any of the Starcore Subsidiaries is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Starcore or any of the Starcore Subsidiaries is subjectsubject or by which Starcore or any of the Starcore Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any encumbranceEncumbrance, charge or Lien lien upon any of Xxxxxxx’x assetsStarcore’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties). Other than the Xxxxxxx TSXV Starcore Shareholder Approval, the Xxxxxxx Interim Orderif required, the Xxxxxxx Final Order and the filing conditional listing approval of the Xxxxxxx Articles TSX of Arrangementthe Starcore Shares issued as Consideration, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Starcore for the consummation by Xxxxxxx Starcore of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Starcore or any of the Starcore Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Mountain of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andMountain, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Mountain Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx Mountain is a party or by Mountain which Xxxxxxx is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Mountain or any is subjectsubject or by which Mountain is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Xxxxxxx’x Mountain’s assets. Other than the Mountain TSX Approval, the Mountain Nasdaq Approval and Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order and the filing of the Xxxxxxx Articles of Arrangement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Mountain for the consummation by Xxxxxxx Mountain of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Mountain in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx each of Eurasian and Merger Sub of this Agreement and the performance by it them of its their respective obligations hereunder and the completion of the Xxxxxxx Arrangement Merger will not violate, conflict with or result in a breach of any provision of the constating organizational documents of Xxxxxxx andEurasian or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Eurasian Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Xxxxxxx Eurasian or any of its Subsidiaries is a party or by which Xxxxxxx Eurasian or any of its Subsidiaries is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Eurasian or any of its Subsidiaries is subjectsubject or by which Eurasian or any of its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Xxxxxxx’x assetsEurasian’s assets or the assets of any of its Subsidiaries. Other than those listed on Schedule 4.3(c) to the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order and the filing of the Xxxxxxx Articles of ArrangementEurasian Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority Person is necessary on the part of Xxxxxxx Eurasian or Merger Sub for the consummation by Xxxxxxx Eurasian and Merger Sub of its their respective obligations in connection with the Xxxxxxx Arrangement Merger under this Agreement or for the completion of the Xxxxxxx Arrangement Merger not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Eurasian or Merger Sub or any of its Subsidiaries in any material properties, except for for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and such Authorizationsreports under applicable securities laws as may be required in connection with this Agreement, consentsthe Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, approvals as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and filings as the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.3(c) of the Eurasian Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to which the failure to obtain or make would nothave, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangementa Eurasian Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Eldorado of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andEldorado or those of any of the Eldorado Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Eldorado Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx Eldorado or any of the Eldorado Material Subsidiaries is a party or by which Xxxxxxx Eldorado or any of the Eldorado Material Subsidiaries is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Eldorado or any of the Eldorado Material Subsidiaries is subjectsubject or by which Eldorado or any of the Eldorado Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Xxxxxxx’x assetsEldorado’s assets or the assets of any of the Eldorado Material Subsidiaries. Other than Eldorado Shareholder Approval and conditional listing approval of the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order TSX and the filing of the Xxxxxxx Articles of ArrangementNYSE, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Eldorado for the consummation by Xxxxxxx Eldorado of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Eldorado or any of the Eldorado Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangementtransaction contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Metalla of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents Constating Documents of Xxxxxxx andMetalla or those of any of its Subsidiaries, and subject to obtaining consent of the lender under the Metalla Convertible Loan Facility, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx Metalla or any of its Subsidiaries is a party or by which Xxxxxxx Metalla or any of its Subsidiaries is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Metalla or any of its Subsidiaries is subjectsubject or by which Metalla or any of its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien lien upon any of Xxxxxxx’x assetsMetalla's assets or the assets of any of its Subsidiaries. Other than the Xxxxxxx TSXV Approvalcompliance with Securities Laws and stock exchange rules and policies, the Xxxxxxx Interim Order, the Xxxxxxx Final Order and the filing including conditional listing approval of the Xxxxxxx Articles TSXV and approval of Arrangementthe NYSE American with respect to the issuance of Metalla Shares issued as Consideration, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Metalla for the consummation by Xxxxxxx Metalla of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or Agreement, for the completion of the Xxxxxxx Arrangement or so as not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Metalla or any of its Subsidiaries in any material propertiesproperties or assets, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Minefinders of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andMinefinders or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Minefinders Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx Minefinders or any of its Subsidiaries is a party or by which Xxxxxxx Minefinders or any of its Subsidiaries is bound; or (iiB) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Minefinders or any of its Subsidiaries is subjectsubject or by which Minefinders or any of its Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien Encumbrance upon any of Xxxxxxx’x assetsMinefinders’ assets or the assets of any of its Subsidiaries. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order Order, the third party consents, approvals and notices listed in Schedule 3.1(d) of the Minefinders Disclosure Letter (the “Minefinders Third Party Consents”), the filing or issuance (as the case may be) of the Xxxxxxx Certificate of Arrangement and Articles of ArrangementArrangement and any Antitrust Filing and Antitrust Clearance, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Minefinders for the consummation by Xxxxxxx Minefinders of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Minefinders or any of its Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement. For greater certainty, the only Regulatory Approval necessary on the part of Minefinders for the consummation by Minefinders of its obligations in connection with the Arrangement under this Agreement is the Antitrust Clearance.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx the Buyer of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Xxxxxxx Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andthe Buyer or those of the Buyer Material Subsidiaries, and except as would not, individually or in the aggregate, have have, or reasonably be expected to have have, a Xxxxxxx Material Adverse EffectEffect on the Buyer, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, licence or permit Permit to which Xxxxxxx the Buyer or the Buyer Material Subsidiaries is a party or by which Xxxxxxx either is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx the Buyer or its material Subsidiaries is subjectsubject or by which either is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permitPermit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permitPermit, or result in the imposition of any encumbranceEncumbrance, charge or Lien lien upon any of Xxxxxxx’x assetsBuyer’s assets or the assets of the Buyer’s Subsidiaries. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order Order, filings required to be made pursuant to applicable securities Laws and filings required to be made with any securities exchange upon which the filing of the Xxxxxxx Articles of ArrangementBuyer Shares are listed, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx the Buyer for the consummation by Xxxxxxx the Buyer of its obligations in connection with the Xxxxxxx Plan of Arrangement under this Agreement or for the completion of the Xxxxxxx Plan of Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx the Buyer or the Buyer Material Subsidiaries in any material properties, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Plan of Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Kinross of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andKinross or those of any of the Kinross Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Kinross Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx Kinross or any of the Kinross Material Subsidiaries is a party or by which Xxxxxxx Kinross or any of the Kinross Material Subsidiaries is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Kinross or any of the Kinross Material Subsidiaries is subjectsubject or by which Kinross or any of the Kinross Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien lien upon any of Xxxxxxx’x assetsKinross’ assets or the assets of any of the Kinross Material Subsidiaries. Other than the Xxxxxxx TSXV Kinross Shareholder Approval, Competition Act Approval, the Xxxxxxx Interim Order, Key Third Party Consents applicable to Kinross and conditional listing approval of the Xxxxxxx Final Order TSX and the filing of the Xxxxxxx Articles of ArrangementNYSE, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Kinross for the consummation by Xxxxxxx Kinross of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Kinross or any of the Kinross Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangementtransaction contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Mylk of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andMylk or those of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Xxxxxxx Mylk or its Subsidiaries is a party or by which Xxxxxxx Mylk or its Subsidiaries is bound; or (ii) to the knowledge of XxxxxxxMylk, any Law to which Xxxxxxx Mylk or its Subsidiaries is subjectsubject or by which Mylk or its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any encumbranceEncumbrance, charge or Lien lien upon any of Xxxxxxx’x assetsMylk‘s assets or the assets of any of its Subsidiaries. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order Order, and the filing of the Xxxxxxx Articles of Arrangementany Arrangement Filings, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Mylk for the consummation by Xxxxxxx Mylk of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Mylk or its Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx True Gold of this Agreement and Agreement, the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andTrue Gold or those of any of the True Gold Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx True Gold Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx True Gold or any of the True Gold Subsidiaries is a party or by which Xxxxxxx True Gold or any of the True Gold Subsidiaries is bound; or (iiB) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx True Gold or any of the True Gold Subsidiaries is subjectsubject or by which True Gold or any of the True Gold Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or material Lien upon any of Xxxxxxx’x assetsTrue Gold's assets or the assets of any of the True Gold Subsidiaries. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order and any Authorization that has been identified by True Gold in the filing of the Xxxxxxx Articles of ArrangementTrue Gold Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx True Gold or any of the True Gold Subsidiaries for the consummation by Xxxxxxx True Gold of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx True Gold or any of the True Gold Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx the Offeror of this Agreement and the performance by it the Offeror of its obligations hereunder and the completion of the Xxxxxxx Arrangement Acquisition (whether completed by way of Scheme or Offer) will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andthe Offeror or those of any of its subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx an Offeror Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, AuthorizationClearances, licence or permit to which Xxxxxxx the Offeror or any its subsidiaries is a party or by which Xxxxxxx the Offeror or any of its subsidiaries is bound; or (iiB) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx the Offeror or any of its subsidiaries is subjectsubject or by which the Offeror or any of its subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, AuthorizationClearance, deed of trust, mortgage, bond, instrument, licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, AuthorizationClearance, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien material lien upon any of Xxxxxxx’x assetsthe assets of the Offeror or its subsidiaries. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order and the filing conditional listing approval of the Xxxxxxx Articles of ArrangementTSX, no AuthorizationClearance, consent or approval of, or filing with, any Governmental Entity or any court or other authority Authority is necessary on the part of Xxxxxxx the Offeror or any of its subsidiaries for the consummation by Xxxxxxx the Offeror of its obligations in connection with the Xxxxxxx Arrangement Acquisition under this Agreement or for the completion of the Xxxxxxx Arrangement Acquisition not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx the Offeror or those of any of its subsidiaries in any material properties, except for such AuthorizationsClearances, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx ArrangementAcquisition.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Voleo of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement Amalgamation will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx Voleo, and, except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Voleo Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx Voleo is a party or by which Xxxxxxx Voleo is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Voleo is subjectsubject or by which Voleo is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Xxxxxxx’x Voleo’ assets. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order and the filing of the Xxxxxxx Articles of ArrangementAmalgamation, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Voleo for the consummation by Xxxxxxx Voleo of its obligations in connection with the Xxxxxxx Arrangement Amalgamation under this Agreement or for the completion of the Xxxxxxx Arrangement Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Voleo in any material propertiesassets, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx ArrangementAmalgamation.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Xxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement Consolidation and the Reverse Takeover will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andXxxxx, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Xxxxx Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx is a party Xxxxx or by which Xxxxxxx is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Xxxxx or any Xxxxx Subsidiary is subjectsubject or by which Xxxxx is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Xxxxxxx’x Xxxxx’x or Xxxxx Subsidiaries’ assets. Other than Xxxxx Shareholder Approval (if required by the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order TSXV) and the filing approval of the Xxxxxxx Articles TSXV in respect of Arrangementthe Consolidation, Name Change and Reverse Takeover, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Xxxxx for the consummation by Xxxxxxx Xxxxx of its obligations in connection with the Xxxxxxx Arrangement Amalgamation under this Agreement or for the completion of the Xxxxxxx Arrangement Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Xxxxx or the Xxxxx Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx the Company of this Agreement and the performance by it the Company of its obligations hereunder and the completion of the Xxxxxxx Arrangement Acquisition (whether completed by way of Scheme or Offer) will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andthe Company or those of any of its subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Company Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, AuthorizationClearances, licence or permit to which Xxxxxxx the Company or any its subsidiaries is a party or by which Xxxxxxx the Company or any of its subsidiaries is bound; or (iiB) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx the Company or any of its subsidiaries is subjectsubject or by which the Company or any of its subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, AuthorizationClearance, deed of trust, mortgage, bond, instrument, licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, AuthorizationClearance, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien material lien upon any of Xxxxxxx’x assetsthe assets of the Company or its subsidiaries. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Court Order, the Xxxxxxx Final Order and the filing of the Xxxxxxx Articles of Arrangement, no AuthorizationClearance, consent or approval of, or filing with, any Governmental Entity or any court or other authority Authority is necessary on the part of Xxxxxxx the Company or any of its subsidiaries for the consummation by Xxxxxxx the Company of its obligations in connection with the Xxxxxxx Arrangement Acquisition under this Agreement or for the completion of the Xxxxxxx Arrangement Acquisition not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx the Company or those of any of its subsidiaries in any material properties, except for such AuthorizationsClearances, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx ArrangementAcquisition.

No Conflict; Required Filings and Consent. The Other than as disclosed in the Disclosure Letter, the execution and delivery by Xxxxxxx Constantine of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Xxxxxxx Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andConstantine, except as would notany of the Constantine Subsidiaries or the Palmer Project LLC, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Material Adverse Effect, and will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit Constantine Material Contract to which Xxxxxxx Constantine or any of the Constantine Subsidiaries or the Palmer Project LLC is a party or by which Xxxxxxx it is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Constantine or any of the Constantine Subsidiaries or the Palmer Project LLC is subjectsubject or by which it is bound; (b) other than the Inter World Loan, give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permitConstantine Material Contract; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permitConstantine Material Contract, or result in the imposition of any material encumbrance, charge or Lien lien upon any of Xxxxxxx’x Constantine’s assets, the assets of any of the Constantine Subsidiaries or the assets of the Palmer Project LLC. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order Order, filings required to be made pursuant to applicable securities Laws and filings required to be made with the filing of the Xxxxxxx Articles of ArrangementTSX-V, no Authorizationmaterial authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Constantine or any of the Constantine Subsidiaries or the Palmer Project LLC for the consummation by Xxxxxxx Constantine of its obligations in connection with the Xxxxxxx Plan of Arrangement under this Agreement or for the completion of the Xxxxxxx Plan of Arrangement not to cause or result in any loss of any material rights or assets or any interest therein held by Xxxxxxx Constantine, any of the Constantine Subsidiaries or the Palmer Project LLC in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Goldrock of this Agreement and Agreement, the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andGoldrock or those of any of the Goldrock Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Goldrock Material Adverse Effect, will not: (ai) violate, conflict with or result in a breach of: (iA) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx Goldrock or any of the Goldrock Subsidiaries is a party or by which Xxxxxxx Goldrock or any of the Goldrock Subsidiaries is bound; or (iiB) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Goldrock or any of the Goldrock Subsidiaries is subjectsubject or by which Goldrock or any of the Goldrock Subsidiaries is bound; (bii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (ciii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or material Lien upon any of Xxxxxxx’x assetsGoldrock's assets or the assets of any of the Goldrock Subsidiaries. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order and any Authorization that has been identified by Goldrock in the filing of the Xxxxxxx Articles of ArrangementGoldrock Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Goldrock or any of the Goldrock Subsidiaries for the consummation by Xxxxxxx Goldrock of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Goldrock or any of the Goldrock Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Primero of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andeither or those of any of its Subsidiaries or affiliates, and except as disclosed in the Primero Disclosure Letter or as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Primero Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx Primero or Primero SubCo or any of their respective Subsidiaries or affiliates is a party party, or by which Xxxxxxx either or any of their Subsidiaries or affiliates is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Primero or any of its Subsidiaries or affiliates is subjectsubject or by which either or any of its Subsidiaries or affiliates is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien lien upon any of Xxxxxxx’x assetsPrimero’s assets or the assets of any of its Subsidiaries or affiliates. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order Order, and the filing of the Xxxxxxx Certificate of Arrangement and Articles of Arrangement, and the approval of the TSX and NYSE, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Primero for the consummation by Xxxxxxx of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx in Primero or any material propertiesof its Subsidiaries or affiliates, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Otis of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Xxxxxxx Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andOtis or those of the Otis Subsidiary, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Material Adverse EffectEffect on Otis, will not: (a) violate, conflict with or result in a breach of: (i) any material agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, licence or permit to which Xxxxxxx Otis or the Otis Subsidiary is a party or by which Xxxxxxx either Otis or the Otis Subsidiary is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx Otis or the Otis Subsidiary is subjectsubject or by which either or the Otis Subsidiary is bound except as disclosed in the Otis Disclosure Letter; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien lien upon any of Xxxxxxx’x assetsOtis' assets or the assets of the Otis Subsidiary. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order Order, filings required to be made pursuant to applicable securities Laws and filings required to be made with the filing of the Xxxxxxx Articles of ArrangementTSX and TSX-V, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Otis for the consummation by Xxxxxxx Otis of its obligations in connection with the Xxxxxxx Plan of Arrangement under this Agreement or Agreement, for the completion of the Xxxxxxx Plan of Arrangement not nor to cause or result in avoid any loss of any rights or assets or any interest therein held by Xxxxxxx Otis or the Otis Subsidiary in any material properties, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Plan of Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Xxxxxxx Cxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx andCxxxxx or those of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Xxxxxxx Cxxxxx or its Subsidiaries is a party or by which Xxxxxxx Cxxxxx or its Subsidiaries is bound; or (ii) to the knowledge of XxxxxxxCxxxxx, any Law to which Xxxxxxx Cxxxxx or its Subsidiaries is subjectsubject or by which Cxxxxx or its Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any encumbranceEncumbrance, charge or Lien lien upon any of Xxxxxxx’x assetsCxxxxx‘s assets (including mineral properties) or the assets (including mineral properties) of any of its Subsidiaries. Other than the Xxxxxxx TSXV Approvalapproval of Cxxxxx’x shareholders, the Xxxxxxx TSXV, the Interim Order, the Xxxxxxx Final Order Order, and the filing of the Xxxxxxx Articles of Arrangementany Arrangement Filings, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx Cxxxxx for the consummation by Xxxxxxx Cxxxxx of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx Cxxxxx or its Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.