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

No Conflict; Required Filings and Consent. The execution and delivery by Starcore 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 Starcore 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 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, license or permit to which Starcore or any of the Starcore Subsidiaries is a party or by which Starcore or any of the Starcore Subsidiaries is bound; or (ii) any Law to which Starcore or any of the Starcore Subsidiaries is subject 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, 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, license or permit, or result in the imposition of any Encumbrance, charge or lien upon any of Starcore’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties). Other than Starcore Shareholder Approval, if required, and conditional listing approval of the TSX of the Starcore Shares issued as Consideration, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore for the consummation by Starcore 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 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 Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Primero of this Agreement and the performance by it of its obligations 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 Starcore either or those of any of the Starcore Subsidiariesits 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) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Primero or Primero SubCo or any of the Starcore their respective Subsidiaries or affiliates is a party party, or by which Starcore either or any of the Starcore their Subsidiaries or affiliates is bound; or (ii) any Law to which Starcore Primero or any of the Starcore its Subsidiaries or affiliates is subject or by which Starcore either or any of the Starcore 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, license 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, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien upon any of StarcorePrimero’s assets (including mineral properties) or the assets of any of the Starcore its Subsidiaries (including mineral properties)or affiliates. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, and conditional listing the filing of the Certificate of Arrangement and Articles of Arrangement, and the approval of the TSX of the Starcore Shares issued as Considerationand NYSE, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Primero for the consummation by Starcore 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 Starcore Primero or any of the Starcore its Subsidiaries in any material assets or propertiesaffiliates, 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. The execution and delivery by Starcore Otis 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 Starcore Otis or those of any of the Starcore SubsidiariesOtis Subsidiary, and except as would not, individually or in the aggregate, have or reasonably be expected to have a 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, license licence or permit to which Starcore Otis or any of the Starcore Subsidiaries Otis Subsidiary is a party or by which Starcore either Otis or any of the Starcore Subsidiaries Otis Subsidiary is bound; or (ii) any Law to which Starcore Otis or any of the Starcore Subsidiaries Otis Subsidiary is subject or by which Starcore either or any of the Starcore Subsidiaries Otis Subsidiary is boundbound 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, license 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, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien upon any of Starcore’s Otis' assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Otis Subsidiary. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, filings required to be made pursuant to applicable securities Laws and conditional listing approval of filings required to be made with the TSX of the Starcore Shares issued as Considerationand TSX-V, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Otis for the consummation by Starcore Otis of its obligations in connection with the Plan of Arrangement under this Agreement or Agreement, for the completion of the Plan of Arrangement not nor to cause or result in avoid any loss of any rights or assets or any interest therein held by Starcore Otis or any of the Starcore Subsidiaries Otis Subsidiary in any material assets or 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. The execution and delivery by Starcore Minefinders 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 Starcore Minefinders or those of any of the Starcore its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a 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, license licence or permit to which Starcore Minefinders or any of the Starcore its Subsidiaries is a party or by which Starcore Minefinders or any of the Starcore its Subsidiaries is bound; or (iiB) any Law to which Starcore Minefinders or any of the Starcore its Subsidiaries is subject or by which Starcore Minefinders or any of the Starcore 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, license 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, license licence or permit, or result in the imposition of any Encumbrance, charge or lien Encumbrance upon any of Starcore’s Minefinders’ assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)its Subsidiaries. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, the third party consents, approvals and conditional listing approval notices listed in Schedule 3.1(d) of the TSX Minefinders Disclosure Letter (the “Minefinders Third Party Consents”), the filing or issuance (as the case may be) of the Starcore Shares issued as ConsiderationCertificate of Arrangement and Articles of Arrangement and any Antitrust Filing and Antitrust Clearance, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Minefinders for the consummation by Starcore Minefinders 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 Starcore Minefinders or any of the Starcore 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 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 Other than as disclosed in the Disclosure Letter, the execution and delivery by Starcore Constantine 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 Starcore or those of Constantine, any of the Starcore SubsidiariesConstantine Subsidiaries or the Palmer Project LLC, and except 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 agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit Constantine Material Contract to which Starcore Constantine or any of the Starcore Constantine Subsidiaries or the Palmer Project LLC is a party or by which Starcore or any of the Starcore Subsidiaries it is bound; or (ii) any Law to which Starcore Constantine or any of the Starcore Constantine Subsidiaries or the Palmer Project LLC is subject or by which Starcore or any of the Starcore Subsidiaries 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, license 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, license or permitConstantine Material Contract, or result in the imposition of any Encumbrancematerial encumbrance, charge or lien upon any of StarcoreConstantine’s assets (including mineral properties) or assets, the assets of any of the Starcore Constantine Subsidiaries (including mineral properties)or the assets of the Palmer Project LLC. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, filings required to be made pursuant to applicable securities Laws and conditional listing approval of filings required to be made with the TSX of the Starcore Shares issued as ConsiderationTSX-V, no material authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Constantine or any of the Constantine Subsidiaries or the Palmer Project LLC for the consummation by Starcore Constantine 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 material rights or assets or any interest therein held by Starcore or Constantine, any of the Starcore Constantine Subsidiaries or the Palmer Project LLC 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 Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Mylk 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 Starcore Mylk or those of any of the Starcore its Subsidiaries, and except 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 agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license or permit to which Starcore Mylk or any of the Starcore its Subsidiaries is a party or by which Starcore Mylk or any of the Starcore its Subsidiaries is bound; or (ii) to the knowledge of Mylk, any Law to which Starcore Mylk or any of the Starcore its Subsidiaries is subject or by which Starcore Mylk or any of the Starcore 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, 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, license or permit, or result in the imposition of any Encumbrance, charge or lien upon any of Starcore’s Mylk‘s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)its Subsidiaries. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, and conditional listing approval the filing of the TSX of the Starcore Shares issued as Considerationany Arrangement Filings, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Mylk for the consummation by Starcore Mylk 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 Starcore Mylk or any of the Starcore 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 Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Metalla of this Agreement and the performance by it of its obligations 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 Constating Documents of Starcore Metalla or those of any of its Subsidiaries, and subject to obtaining consent of the Starcore Subsidiarieslender under the Metalla Convertible Loan Facility, and except 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 agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, license licence or permit to which Starcore Metalla or any of the Starcore its Subsidiaries is a party or by which Starcore Metalla or any of the Starcore its Subsidiaries is bound; or (ii) any Law to which Starcore Metalla or any of the Starcore its Subsidiaries is subject or by which Starcore Metalla or any of the Starcore 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, license 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, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien upon any of Starcore’s Metalla's assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)its Subsidiaries. Other than Starcore Shareholder Approvalcompliance with Securities Laws and stock exchange rules and policies, if required, and including conditional listing approval of the TSX TSXV and approval of the Starcore NYSE American with respect to the issuance of Metalla Shares issued as Consideration, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Metalla for the consummation by Starcore Metalla of its obligations in connection with the Arrangement under this Agreement or Agreement, for the completion of the Arrangement or so as not to cause or result in any loss of any rights or assets or any interest therein held by Starcore Metalla or any of the Starcore its Subsidiaries in any material assets properties or propertiesassets, 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 Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Fortuna 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 Starcore Fortuna or those of any of the Starcore Fortuna Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Fortuna 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, license licence or permit to which Starcore Fortuna or any of the Starcore Fortuna Material Subsidiaries is a party or by which Starcore Fortuna or any of the Starcore Fortuna Material Subsidiaries is bound; or (iiB) any Law to which Starcore Fortuna or any of the Starcore Fortuna Subsidiaries is subject or by which Starcore Fortuna or any of the Starcore Fortuna 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, license 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, license licence or permit, or result in the imposition of any Encumbrance, charge or lien material Lien upon any of Starcore’s assets (including mineral properties) or the assets of Fortuna or any of the Starcore Subsidiaries (including mineral properties)Fortuna Material Subsidiaries. Other than Starcore Shareholder Approval, if required, and conditional listing approval of the TSX of and any Authorization that has been identified by Fortuna in the Starcore Shares issued as ConsiderationFortuna Disclosure Letter, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Fortuna or any of the Fortuna Subsidiaries for the consummation by Starcore Fortuna 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 Starcore Fortuna or any of the Starcore Fortuna Material 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 Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore Kinross 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 Starcore Kinross or those of any of the Starcore Kinross Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a 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, license licence or permit to which Starcore Kinross or any of the Starcore Kinross Material Subsidiaries is a party or by which Starcore Kinross or any of the Starcore Kinross Material Subsidiaries is bound; or (ii) any Law to which Starcore Kinross or any of the Starcore Kinross Material Subsidiaries is subject or by which Starcore Kinross or any of the Starcore 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, license 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, license licence or permit, or result in the imposition of any Encumbranceencumbrance, charge or lien upon any of Starcore’s Kinross’ assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Kinross Material Subsidiaries. Other than Starcore Kinross Shareholder Approval, if requiredCompetition Act Approval, the Key Third Party Consents applicable to Kinross and conditional listing approval of the TSX of and the Starcore Shares issued as ConsiderationNYSE, no authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore Kinross for the consummation by Starcore Kinross 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 Starcore Kinross or any of the Starcore Kinross Material 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 Arrangementtransaction contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Starcore the Buyer 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 Starcore the Buyer or those of any of the Starcore Buyer Material Subsidiaries, and except as would not, individually or in the aggregate, have have, or reasonably be expected to have have, a 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, license licence or permit Permit to which Starcore the Buyer or any of the Starcore Buyer Material Subsidiaries is a party or by which Starcore or any of the Starcore Subsidiaries either is bound; or (ii) any Law to which Starcore the Buyer or any of the Starcore its material Subsidiaries is subject or by which Starcore or any of the Starcore Subsidiaries 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, license 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, license licence or permitPermit, or result in the imposition of any Encumbrance, charge or lien upon any of StarcoreBuyer’s assets (including mineral properties) or the assets of any of the Starcore Subsidiaries (including mineral properties)Buyer’s Subsidiaries. Other than Starcore Shareholder Approvalthe Interim Order, if requiredthe Final Order, filings required to be made pursuant to applicable securities Laws and conditional listing approval of filings required to be made with any securities exchange upon which the TSX of the Starcore Buyer Shares issued as Considerationare listed, no authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Starcore the Buyer for the consummation by Starcore the Buyer 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 Starcore the Buyer or any of the Starcore Buyer Material Subsidiaries in any material assets or 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.