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

No Conflict; Required Filings and Consent. The execution and delivery of this Agreement by FAB Capital does not, and the performance of this Agreement by FAB Capital will not (i) conflict with or violate the Articles of Incorporation or By-Laws of FAB Capital or any of the FAB Companies, (ii) conflict with or violate any federal, state, or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable to FAB Capital or any of the FAB Companies or by which their respective properties are bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of an Encumbrance on, any of the properties or assets of any of the FAB Companies pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any FAB Company is a party or by which any of the FAB Companies or its properties are bound or subject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of any of the FAB Companies, taken as a whole (a "FAB Company Material Adverse Effect"). The execution and delivery of this Agreement by FAB Capital does not, and the performance of this Agreement by FAB Capital will not, require FAB Capital or any of the FAB Companies to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any governmental or regulatory authority ("Governmental Entities") based on laws, rules, regulations and other requirements of Governmental Entities in effect as of the date of this Agreement, except for applicable requirements, if any, of (i) federal or state securities laws and the filing and recordation of certain corporate documents and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent FAB Capital from performing its obligations under this Agreement or have a FAB Company Material Adverse Effect.

No Conflict; Required Filings and Consent. (A) The execution and delivery of this Agreement by FAB Capital does not, and the performance of this Agreement by FAB Capital will not (i) conflict with or violate the Articles of Incorporation or By-Laws of FAB Capital or any of the FAB Companies, (ii) conflict with or violate any federal, state, or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date Nova of this Agreement and applicable to FAB Capital or any the performance by it of its covenants hereunder and the completion of the FAB Companies or by which their respective properties are bound or subjectArrangement will not violate, or (iii) result in any breach of or constitute a default (or an event that conflict with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation a breach of an Encumbrance on, any provision of the properties Constating Documents of Nova or assets those of any its Subsidiary, and subject to obtaining consent of the FAB Companies pursuant lender under the Nova Convertible Loan Facility or as set out in the Nova Disclosure Letter, or as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any noteagreement, contract, indenture, deed of trust, mortgage, bond, mortgageinstrument, indentureAuthorization, contract, agreement, lease, license, permit, franchise licence or other instrument or obligation permit to which any FAB Company Nova or its Subsidiary is a party or by which any of the FAB Companies either Nova or its properties are Subsidiary is bound; or (ii) any Law to which Nova or its Subsidiary is subject or by which either Nova or its Subsidiary is bound or subject except for breaches, defaults, events, rights assuming compliance with the matters referred to in Section 3(B) below; (b) give rise to any right of termination, amendment, or the acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of the FAB Companiestrust, taken as a whole mortgage, bond, instrument, licence or permit; or (a "FAB Company Material Adverse Effect"). The execution and delivery c) give rise to any rights of this Agreement by FAB Capital does notfirst refusal or rights of first offer, and the performance of this Agreement by FAB Capital will not, require FAB Capital 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 FAB Companies imposition of any encumbrance, charge or lien upon any of Nova's assets or the assets of its Subsidiary. (B) Other than the Interim Order, the Final Order, the Arrangement Filings, filings required to obtain any consentbe made pursuant to applicable Securities Laws and filings required to be made with the TSXV or the OTCQB Venture Market, approvalno authorization, authorization consent or permit approval of, or to make any filing with or notification towith, any governmental Governmental Entity or regulatory any court or other authority ("Governmental Entities") based is necessary on laws, rules, regulations and other requirements the part of Governmental Entities Nova for the consummation by Nova of its obligations in effect as of connection with the date of Arrangement under this Agreement, except for applicable requirementssuch Authorizations, if anyconsents, of (i) federal or state securities laws approvals and the filing and recordation of certain corporate documents and (ii) where filings as to which the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either not (a) individually or in the aggregate, prevent FAB Capital from performing its obligations under this Agreement or materially delay consummation of the Arrangement, or (b) have a FAB Company Material Adverse EffectEffect on Nova.

No Conflict; Required Filings and Consent. The execution and delivery of this Agreement by FAB Capital Axion does not, and the performance of this Agreement by FAB Capital Axion will not (i) conflict with or violate the Articles of Incorporation or By-Laws of FAB Capital or any of the FAB CompaniesAxion, (ii) conflict with or violate any shareholders agreement that is binding on Axion, (iii) conflict with or violate any federal, state, or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable to FAB Capital or any of the FAB Companies Axion or by which their respective its properties are bound or subject, or (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of an Encumbrance on, any of the properties or assets of any of the FAB Companies Axion pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any FAB Company Axion is a party or by which any of the FAB Companies Axion or its properties are bound or subject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of any of the FAB CompaniesAxion, taken as a whole (a "FAB Company Axion Material Adverse Effect"). The execution and delivery of this Agreement by FAB Capital Axion does not, and the performance of this Agreement by FAB Capital Axion will not, require FAB Capital or any of the FAB Companies Axion to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any governmental or regulatory authority ("Governmental Entities") based on laws, rules, regulations and other requirements of Governmental Entities in effect as of the date of this Agreement, except for applicable requirements, if any, of (i) federal or state securities laws and the filing and recordation of certain corporate documents as required by applicable State law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent FAB Capital Axion from performing its obligations under this Agreement or have a FAB Company Axion Material Adverse Effect.

No Conflict; Required Filings and Consent. (a) The execution and delivery of this Agreement by FAB Capital IWC does not, and the performance of this Agreement by FAB Capital IWC will not (i) conflict with or violate the Articles of Incorporation or By-Laws Laws, or the equivalent organizational documents, in each case as amended or restated, of FAB Capital IWC or any of the FAB CompaniesSubsidiary, (ii) conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable to FAB Capital IWC or any of the FAB Companies Subsidiary or by which their respective properties are is bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of an Encumbrance on, any of the properties or assets of IWC or any of the FAB Companies Subsidiary pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which IWC or any FAB Company Subsidiary is a party or by which IWC or any of the FAB Companies Subsidiary or its their respective properties are is bound or subject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of any of the FAB CompaniesIWC and its Subsidiaries, taken as a whole (a "FAB Company IWC Material Adverse Effect"). . (b) The execution and delivery of this Agreement by FAB Capital IWC does not, and the performance of this Agreement by FAB Capital IWC will not, require FAB Capital or any of the FAB Companies IWC to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any governmental or regulatory authority authority, domestic or foreign ("Governmental Entities") based on laws, rules, regulations and other requirements of Governmental Entities in effect as of the date of this Agreement, except for applicable requirements, if any, of (i) federal or state securities laws and the filing and recordation of certain corporate appropriate merger documents as required by the TBCA and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent FAB Capital IWC from performing its obligations under this Agreement or have a FAB Company IWC Material Adverse Effect.

No Conflict; Required Filings and Consent. The (a) Except as set forth in Schedule 3.05, the execution and delivery of this Agreement by FAB Capital the Company does not, and the performance of this Agreement by FAB Capital the Company will not (i) conflict with or violate the Articles Certificate of Incorporation or By-Laws Laws, or the equivalent organizational documents, in each case as amended or restated, of FAB Capital the Company or any of the FAB Companiesits subsidiaries, (ii) conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable to FAB Capital the Company or any of the FAB Companies its subsidiaries or by which any of their respective properties are is bound or subjectsubject to, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of an Encumbrance on, any of the properties or assets of the Company or any of the FAB Companies its subsidiaries pursuant to to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any FAB Company of its subsidiaries is a party or by which the Company or any of the FAB Companies its subsidiaries or its any of their respective properties are is bound or subject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition to. (financial or otherwiseb) operations or prospects of any of the FAB Companies, taken as a whole (a "FAB Company Material Adverse Effect"). The execution and delivery of this Agreement by FAB Capital the Company does not, and the performance of this Agreement by FAB Capital the Company will not, require FAB Capital or any of the FAB Companies Company to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any governmental or regulatory authority authority, domestic or foreign ("Governmental Entities") based on laws, rules, regulations and other requirements of Governmental Entities in effect as of the date of this Agreement, except for applicable requirements, if any, of (i) federal or the state securities or blue sky laws ("Blue Sky Laws") and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the filing and recordation of certain corporate appropriate merger documents and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent FAB Capital from performing its obligations under this Agreement or have a FAB Company Material Adverse Effectas required by Delaware Law.

No Conflict; Required Filings and Consent. The execution and delivery by Primero of this Agreement by FAB Capital does not, and the performance of this Agreement by FAB Capital its 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 either 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 Primero Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) conflict with any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or violate the Articles of Incorporation permit to which Primero or By-Laws of FAB Capital Primero SubCo or any of the FAB Companiestheir respective Subsidiaries or affiliates is a party, or by which either or any of their Subsidiaries or affiliates is bound; or (ii) conflict with or violate any federal, state, or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable Law to FAB Capital which Primero or any of the FAB Companies its Subsidiaries or affiliates is subject or by which their respective properties are bound either or subjectany 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 (iiic) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give rise to others any rights of terminationfirst refusal or rights of first offer, amendmenttrigger any change in control or influence provisions or any restriction or limitation under any such agreement, acceleration Contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or cancellation of, or require payment underpermit, or result in the creation imposition of an Encumbrance onany encumbrance, charge or lien upon any of Primero’s assets or the properties or assets of any of its Subsidiaries or affiliates. Other than the FAB Companies pursuant to any noteInterim Order, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any FAB Company is a party or by which any of the FAB Companies or its properties are bound or subject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of any of the FAB Companies, taken as a whole (a "FAB Company Material Adverse Effect"). The execution and delivery of this Agreement by FAB Capital does notFinal Order, and the performance filing of the 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 other authority is necessary on the part of Primero for the consummation 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 FAB Capital will not, require FAB Capital Primero or any of the FAB Companies to obtain any consent, approval, authorization its Subsidiaries or permit of, or to make any filing with or notification to, any governmental or regulatory authority ("Governmental Entities") based on laws, rules, regulations and other requirements of Governmental Entities in effect as of the date of this Agreementaffiliates, except for applicable requirementssuch Authorizations, if anyconsents, of (i) federal or state securities laws approvals and the filing and recordation of certain corporate documents and (ii) where filings as to which the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent FAB Capital from performing its obligations under this Agreement or have a FAB Company Material Adverse Effectmaterially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery of this Agreement by FAB Capital Navis does not, and the performance of this Agreement by FAB Capital Navis will not (i) conflict with or violate the Articles of Incorporation or By-Laws of FAB Capital or any of the FAB CompaniesNavis, (ii) conflict with or violate any federal, state, or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable to FAB Capital or any of the FAB Companies Navis or by which their respective its properties are bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of an Encumbrance on, any of the properties or assets of any of the FAB Companies Navis pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any FAB Company Navis is a party or by which any of the FAB Companies Navis or its properties are bound or subject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of any of the FAB CompaniesNavis, taken as a whole (a "FAB Company Navis Material Adverse Effect"). The execution and delivery of this Agreement by FAB Capital Navis does not, and the performance of this Agreement by FAB Capital Navis will not, require FAB Capital or any of the FAB Companies Navis to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any governmental or regulatory authority ("Governmental Entities") based on laws, rules, regulations and other requirements of Governmental Entities in effect as of the date of this Agreement, except for applicable requirements, if any, of (i) federal or state securities laws and the filing and recordation of certain corporate documents as required by applicable State law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent FAB Capital Navis from performing its obligations under this Agreement or have a FAB Company Navis Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery of this Agreement by FAB Capital Yifan does not, and the performance of this Agreement by FAB Capital Yifan will not (i) conflict with or violate the Articles of Incorporation or By-Laws of FAB Capital or any of the FAB CompaniesYifan, (ii) conflict with or violate any federal, state, or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable to FAB Capital or any of the FAB Companies Yifan or by which their respective its' properties are bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of an Encumbrance on, any of the properties or assets of any of the FAB Companies Yifan pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any FAB Company Yifan is a party or by which any of the FAB Companies Yifan or its its' properties are bound or subject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of any of the FAB CompaniesYifan, taken as a whole (a "FAB Company Yifan Material Adverse Effect"). The execution and delivery of this Agreement by FAB Capital Yifan does not, and the performance of this Agreement by FAB Capital Yifan will not, require FAB Capital or any of the FAB Companies Yifan to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any governmental or regulatory authority ("Governmental Entities") based on laws, rules, regulations and other requirements of Governmental Entities in effect as of the date of this Agreement, except for applicable requirements, if any, of (i) federal or state securities laws and the filing and recordation of certain corporate documents as required by applicable State law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent FAB Capital Yifan from performing its its' obligations under this Agreement or have a FAB Company Yifan Material Adverse Effect.