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

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the execution and delivery by HSE of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of HSE or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE 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 or other instrument, Authorization, licence or permit to which HSE or any of its Subsidiaries is a party or by which HSE or any of its Subsidiaries is bound; or (ii) any Law to which HSE or any of its Subsidiaries is subject or by which HSE 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, deed of trust, mortgage, bond or other instrument, Authorization, 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, deed of trust, mortgage, bond or other instrument, Authorization, licence or permit, or result in the imposition of any Lien upon any of HSE’s assets or the assets of any of its Subsidiaries. Other than the Interim Order, the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the Arrangement, no Authorization, consent or approval of, or filing with, any other Person is necessary on the part of HSE for the consummation by HSE of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by HSE 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 Arrangement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE Hydrogenics of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of HSE or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE Material Adverse Effect, Offer will not: (a) violate, conflict with or result in a breach of any provision of: (i) the constating documents of Hydrogenics or those of any of its Material Subsidiaries; (ii) any agreement, contract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit to which HSE Hydrogenics or any of its Material Subsidiaries is a party or by which HSE Hydrogenics or any of its Material Subsidiaries is bound; or (iiiii) any Law to which HSE Hydrogenics or any of its Material Subsidiaries is subject or by which HSE Hydrogenics or any of its Material Subsidiaries is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit; or (c) give rise to any rights of first refusal or rights of first offerrefusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of HSE’s Hydrogenics’ assets or the assets of any of its Material Subsidiaries, except as disclosed in Schedule 3.3 to the Hydrogenics Disclosure Statement or as would not, individually or in the aggregate, have a Hydrogenics Material Adverse Effect. Other In addition, other than the Interim Order, the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the Arrangementor in compliance with Appropriate Regulatory Approvals, applicable Laws and policies, no Authorizationother authorization, consent or approval of, or filing with, any other Person public body, court or authority is necessary on the part of HSE Hydrogenics for the consummation by HSE of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held transactions contemplated by HSE or any of its Subsidiaries in any material propertiesthis Agreement, 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 Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE Jet of this Agreement and the performance by it of its obligations hereunder and the completion of Consolidation, Continuance and the Arrangement Transaction will not violate, conflict with or result in a breach of any provision of the constating documents of HSE or those of any of its SubsidiariesJet, and except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE a Jet 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 or other bond, instrument, Authorization, licence or permit to which HSE or any of its Subsidiaries is a party Jet or by which HSE or any of its Subsidiaries is bound; or (ii) any Law to which HSE Jet or any of its Subsidiaries is subject or by which HSE or any of its Subsidiaries Jet 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 or other bond, instrument, Authorization, 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 or other bond, instrument, Authorization, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of HSEJet’s assets or the assets of any of its Subsidiariesassets. Other than Jet Shareholder Approval and conditional approval of the Interim Order, TSXV in respect of the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the ArrangementReverse Takeover, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of HSE Jet for the consummation by HSE Jet of its obligations in connection with the Arrangement Transaction under this Agreement or for the completion of the Arrangement Transaction not to cause or result in any loss of any rights or assets or any interest therein held by HSE or any of its Subsidiaries Jet 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 Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE each of Brigus and Brigus SpinCo of this Agreement and the performance by it each of its obligations them of their respective covenants hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of HSE either or those of any of its Subsidiariestheir Subsidiaries or affiliates, and except as disclosed in the Brigus Disclosure Letter or as would not, individually or in the aggregate, have or reasonably be expected to have an HSE a Brigus 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 or other bond, instrument, Authorization, licence or permit to which HSE Brigus or Brigus SpinCo or any of its their respective Subsidiaries or affiliates is a party party, or by which HSE either or any of its their Subsidiaries or affiliates is bound; or (ii) any Law to which HSE Brigus or Brigus SpinCo or any of its their Subsidiaries or affiliates is subject or by which HSE either or any of its their 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 or other bond, instrument, Authorization, 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 or other bond, instrument, Authorization, licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of HSE’s Brigus’ assets or the assets of any of its SubsidiariesSubsidiaries or affiliates. Other than the Interim Order, the Final Order, and the HSE filing of the Certificate of Arrangement and Articles of Arrangement, and the “Key Third Party Consents and providing Consents” as disclosed in Schedule 3 of the Registrar any records, information or other documents required by the Registrar in connection with the ArrangementBrigus Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or other Person authority is necessary on the part of HSE Brigus or Brigus SpinCo for the consummation by HSE both of its their obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by HSE Brigus or any of its Subsidiaries in any material propertiesor 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 Arrangement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE MKS of this Agreement and the performance by it of its obligations hereunder and (including the completion of the Arrangement pursuant to the Plan of Arrangement) will not violate, conflict with or result in a breach of any provision of the constating documents of HSE MKS or those of any of its Subsidiaries, the MKS Subsidiaries and except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: breach, termination or cancellation of (with or without notice or lapse of time or both): (i) any agreement, contractContract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence Authorization or permit Permit to which HSE MKS or any of its the MKS Subsidiaries is a party or by which HSE MKS or any of its the MKS Subsidiaries is bound; or (ii) subject to the government filings and other matters set forth in this Subsection 3.1(d), any Law applicable to which HSE MKS or any of its Subsidiaries is subject or by which HSE or any of its Subsidiaries is boundthe MKS Subsidiaries; (b) require any notice or give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond bond, instrument or other instrument, Authorization, 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 payments (including severance, unemployment compensation, golden parachute, change of control, retention, bonus or otherwise) or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond bond, instrument or other instrument, Authorization, licence or permitPermit, or result in the imposition of any Lien upon any of HSEMKS’s assets or the assets of any of its the MKS Subsidiaries, other than any such violation, conflict, breach, termination, cancellation, notice, right, acceleration, trigger, restriction, limitation or imposition that would not, individually or in the aggregate, have a MKS Material Adverse Effect. Other than the Interim Order, the Final Order, the HSE Key Third Party Consents and providing filing of the Registrar any records, information or other documents required by the Registrar in connection with the Articles of Arrangement, compliance with applicable Securities Laws and the rules and policies of the TSX, and the Regulatory Approvals (including the German Competition Act Approval), no Authorization, consent or approval Authorization of, or filing with, any other Person Governmental Entity is necessary on the part of HSE MKS for the consummation performance by HSE MKS of its obligations in connection with hereunder (including the completion of the Arrangement under this Agreement pursuant to the Plan of Arrangement) or for the completion of the Arrangement not to cause or result in any loss of any material rights or assets or any material interest therein held by HSE MKS or any of its the MKS Subsidiaries in any material propertiesproperties or assets, 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 Arrangement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Offer will not violate, conflict with or result in a breach of any provision of the constating documents of HSE the 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 an HSE a Company 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 or other bond, instrument, Authorization, licence or permit to which HSE the Company or any of its Subsidiaries is a party or by which HSE the Company or any of its Subsidiaries is bound; or (ii) any Law to which HSE the Company or any of its Subsidiaries is subject or by which HSE the Company 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 or other bond, instrument, Authorization, 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 or other bond, instrument, Authorization, licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of HSEthe Company’s assets or the assets of any of its Subsidiaries. Other than Except for the Interim Order, requirement to prepare and file the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the ArrangementDirectors’ Circular, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of HSE the Company for the consummation by HSE the Company of its obligations in connection with the Arrangement Offer under this Agreement or for the completion of the Arrangement Offer not to cause or result in any loss of any rights or assets or any interest therein held by HSE the Company or any of its Subsidiaries in any material propertiesthe Yukon 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 Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Offer will not violate, conflict with or result in a breach of any provision of the constating documents of HSE the 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 an HSE a Company 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 or other bond, instrument, Company Authorization, licence or permit to which HSE the Company or any of its Subsidiaries is a party or by which HSE the Company or any of its Subsidiaries is bound; or (ii) any Law to which HSE the Company or any of its Subsidiaries is subject or by which HSE the Company 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, Company Authorization, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit; or (c) give rise to any rights of first refusal or rights of first offerrefusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Company Authorization, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of HSE’s the Company's assets or the assets of any of its Subsidiaries. Other than the Interim Order, the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the Arrangement, no AuthorizationNo authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of HSE for the consummation by HSE the Company of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement Offer not to cause or result in any loss of any rights or assets or any interest therein held by HSE the Company or any of its Subsidiaries in any material propertiesSubsidiaries, except for such Authorizations, consents, approvals those which are expressly contemplated by the Offer and filings as to this Agreement or which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementhave a Company Material Adverse Effect.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE Kinross of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Offer will not (a) violate, conflict with or result in a breach of any provision of (i) the constating documents of HSE Kinross or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (iii) any agreement, contract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit to which HSE Kinross or any of its Subsidiaries is a party or by which HSE Kinross or any of its Subsidiaries is bound; , or (iiiii) any Law to which HSE Kinross or any of its Subsidiaries is subject or by which HSE Kinross 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, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit; , or (c) give rise to any rights of first refusal or rights of first offerrefusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of HSEKinross’s assets or the assets of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Kinross Material Adverse Effect. Other In addition, other than the Interim Order, the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the Arrangementor in compliance with Appropriate Regulatory Approvals, applicable Laws and policies, no Authorizationother authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of HSE Kinross for the consummation by HSE of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held transactions contemplated by HSE or any of its Subsidiaries in any material propertiesthis Agreement, 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 Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c(i) of the HSE Disclosure Letter, the The execution and delivery by HSE GAA of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of HSE it, or those of ProMed CA, ProMed Asset or any of its Subsidiaries, their respective Subsidiaries and except as would not, individually or in subject to the aggregate, have or reasonably be expected to have an HSE Material Adverse Effectreceipt of the Third Party Consents, will not: (aA) violate, conflict with or result in a breach of: (i1) any agreement, contract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit to which HSE GAA, ProMed CA, ProMed Asset or any of its their respective Subsidiaries is a party or by which HSE GAA, ProMed CA, ProMed Asset or any of its their respective Subsidiaries is bound; or (ii2) any Law Laws to which HSE GAA, ProMed CA, ProMed Asset or any of its their respective Subsidiaries is subject or by which HSE GAA, ProMed CA, ProMed Asset or any of its their respective Subsidiaries is bound; (bB) 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 or other bond, instrument, Authorization, licence or permit, provided that the representation of GG in Section 4.1(i) is true and correct; or (cC) 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 or other bond, instrument, Authorization, licence or permit, or result in the imposition of any Lien upon any of HSE’s assets or the assets of any of its Subsidiaries. Other than the Interim OrderGAA, the Final OrderProMed CA, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the Arrangement, no Authorization, consent or approval of, or filing with, any other Person is necessary on the part of HSE for the consummation by HSE of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by HSE ProMed Asset or any of its Subsidiaries in any material propertiestheir respective Subsidiaries, except for such Authorizations, consents, approvals and filings in each case as to which the failure to obtain or make would not, individually or not have a Material Adverse Effect in the aggregate, prevent or materially delay consummation respect of the Arrangement.GAA Group or the ProMed Group, as applicable; and

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE Jet of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Continuance, the Consolidation and the Change of Business will not violate, conflict with or result in a breach of any provision of the constating documents of HSE or those of any of its SubsidiariesJet, and except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE a Jet 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 or other bond, instrument, Authorization, licence or permit to which HSE or any of its Subsidiaries is a party Jet or by which HSE or any of its Subsidiaries is bound; or (ii) any Law to which HSE Jet or any of its Subsidiaries is subject or by which HSE or any of its Subsidiaries Jet 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 or other bond, instrument, Authorization, 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 or other bond, instrument, Authorization, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of HSE’s assets or the assets of any of its SubsidiariesJet's assets. Other than Jet Shareholder Approval and conditional approval of the Interim Order, TSXV in respect of the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the ArrangementChange of Business, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of HSE Jet for the consummation by HSE Jet of its obligations in connection with the Arrangement Amalgamation under this Agreement or for the completion of the Arrangement Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by HSE or any of its Subsidiaries Jet 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 Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE Kinross of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Offer will not (a) violate, conflict with or result in a breach of any provision of (i) the constating documents of HSE Kinross or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (iii) any agreement, contract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit to which HSE Kinross or any of its Subsidiaries is a party or by which HSE Kinross or any of its Subsidiaries is bound; , or (iiiii) any Law to which HSE Kinross or any of its Subsidiaries is subject or by which HSE Kinross 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, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit; , or (c) give rise to any rights of first refusal or rights of first offerrefusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of HSE’s Kinross' assets or the assets of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Kinross Material Adverse Effect. Other In addition, other than the Interim Order, the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the Arrangementor in compliance with Appropriate Regulatory Approvals, applicable Laws and policies, no Authorizationother authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of HSE Kinross for the consummation by HSE of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held transactions contemplated by HSE or any of its Subsidiaries in any material propertiesthis Agreement, 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 Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement transactions contemplated by this Agreement will not violate, conflict with or result in a breach of any provision of the constating documents of HSE or those of any of its Subsidiariesthe Company, and except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE a Company 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 or other bond, instrument, Authorizationauthorization, licence or permit to which HSE or any of its Subsidiaries the Company is a party or by which HSE or any of its Subsidiaries the Company is bound; or (ii) any Law law to which HSE or any of its Subsidiaries the Company is subject or by which HSE or any of its Subsidiaries the Company 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 or other bond, instrument, Authorization, 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 or other bond, instrument, Authorization, licence or permit, or result in the imposition of any Lien encumbrance, charge or lien upon any of HSEthe Company’s assets or the assets of any of its Subsidiariesassets. Other than the Interim Order, the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the Arrangement, no AuthorizationNo authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of HSE the Company for the consummation by HSE the Company of its obligations in connection with the Arrangement under transactions contemplated by this Agreement or for the completion of the Arrangement transactions contemplated by this Agreement not to cause or result in any loss of any rights or assets or any interest therein held by HSE or any of its Subsidiaries the Company 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 Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE the Company of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of HSE the Company or those of any of its the Company Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE a Company Material Adverse Effect, will not, except as disclosed in Schedule 3.1(d) of the Company Disclosure Letter: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permit to which HSE the Company or any of its the Company Material Subsidiaries is a party or by which HSE the Company or any of its the Company Material Subsidiaries is bound; or (ii) any Law to which HSE the Company or any of its the Company Material Subsidiaries is subject or by which HSE the Company or any of its the Company 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 or other bond, instrument, Authorization, 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 or other bond, instrument, Authorization, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of HSEthe Company’s assets or the assets of any of its the Company Material Subsidiaries. Other than the Interim Order, the Final Order, the HSE Key Third Party Consents Competition Act Approval, Investment Canada Act Approval and providing the Registrar any records, information or other documents required by the Registrar in connection with the ArrangementHSR Approval, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of HSE the Company for the consummation by HSE the Company of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by HSE the Company or any of its the Company 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 ArrangementCompany Material Properties.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE Global of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Transaction will not violate, conflict with or result in a breach of any provision of the constating documents of HSE or those of any of its SubsidiariesGlobal, and and, except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE a Global 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 or other bond, instrument, Authorization, licence or permit to which HSE or any of its Subsidiaries Global is a party or by which HSE or any of its Subsidiaries Global is bound; or (ii) any Law to which HSE or any of its Subsidiaries Global is subject or by which HSE or any of its Subsidiaries Global 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 or other bond, instrument, Authorization, 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 or other bond, instrument, Authorization, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of HSEGlobal’s assets or the assets of any of its Subsidiariesassets. Other than the Interim Order, the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the Arrangement, no No Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of HSE Global for the consummation by HSE Global of its obligations in connection with the Arrangement Transaction under this Agreement or for the completion of the Arrangement Transaction not to cause or result in any loss of any rights or assets or any interest therein held by HSE or any of its Subsidiaries Global 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 ArrangementTransaction.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Company Disclosure Letter, the execution and delivery by HSE the Company of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of HSE the 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 an HSE a Material Adverse EffectEffect on the Company, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond or other bond, instrument, Authorizationauthorization, licence or permit Permit to which HSE the Company or any of its the Company’s Subsidiaries is a party or by which HSE either or any of its the Company’s Subsidiaries is bound; or (ii) any Law to which HSE the Company or any of its the Company’s Subsidiaries is subject or by which HSE either or any of its the Company’s 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 or other bond, instrument, Authorization, 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, authorization, deed of trust, mortgage, bond or other bond, instrument, Authorization, licence or permitPermit, or result in the imposition of any Lien Encumbrance, charge or lien upon any of HSECompany’s assets or the assets of any of its the Company’s Subsidiaries. Other than the Interim Order, Order and the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the Arrangement, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or other Person authority is necessary on the part of HSE the Company for the consummation by HSE the Company of its obligations in connection with the Plan of Arrangement under this Agreement or for the completion of the Plan of Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by HSE the Company or any of its the Company’s 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 Plan of Arrangement.

No Conflict; Required Filings and Consent. Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the The execution and delivery by HSE Jetlines of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement Amalgamation will not violate, conflict with or result in a breach of any provision of the constating documents of HSE or those of any of its SubsidiariesJetlines, and and, except as would not, individually or in the aggregate, have or reasonably be expected to have an HSE a Jetlines 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 or other bond, instrument, Authorization, licence or permit to which HSE or any of its Subsidiaries Jetlines is a party or by which HSE or any of its Subsidiaries Jetlines is bound; or (ii) any Law to which HSE or any of its Subsidiaries Jetlines is subject or by which HSE or any of its Subsidiaries Jetlines 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 or other bond, instrument, Authorization, 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 or other bond, instrument, Authorization, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of HSE’s assets or the assets of any of its SubsidiariesJetlines' assets. Other than the Interim Order, filing of the Final Order, the HSE Key Third Party Consents and providing the Registrar any records, information or other documents required by the Registrar in connection with the ArrangementArticles of Amalgamation, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other Person authority is necessary on the part of HSE Jetlines for the consummation by HSE Jetlines of its obligations in connection with the Arrangement Amalgamation under this Agreement or for the completion of the Arrangement Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by HSE or any of its Subsidiaries Jetlines 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 ArrangementAmalgamation.