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

No Conflict; Required Filings and Consent. The execution and delivery by Kinross of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer will not (a) violate, conflict with or result in a breach of any provision of (i) the constating documents of Kinross or those of any of its Subsidiaries, (ii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit to which Kinross or any of its Subsidiaries is a party or by which Kinross or any of its Subsidiaries is bound, or (iii) any Law to which Kinross or any of its Subsidiaries is subject or by which 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, instrument, licence or permit, or (c) give rise to any rights of first refusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or lien upon any of Kinross’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. In addition, other than in connection with or in compliance with Appropriate Regulatory Approvals, applicable Laws and policies, no other authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Kinross for the consummation of the transactions contemplated by this Agreement, 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 transactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Kinross Cxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer Arrangement will not (a) violate, conflict with or result in a breach of any provision of (i) the constating documents of Kinross Cxxxxx or those of any of its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, will not: (iia) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence Authorization, license or permit to which Kinross Cxxxxx or any of its Subsidiaries is a party or by which Kinross Cxxxxx or any of its Subsidiaries is bound, ; or (iiiii) to the knowledge of Cxxxxx, any Law to which Kinross Cxxxxx or any of its Subsidiaries is subject or by which Kinross Cxxxxx or any of its Subsidiaries is bound, ; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, ; or (c) give rise to any rights of first refusalrefusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any encumbranceEncumbrance, charge or lien upon any of Kinross’s Cxxxxx‘s assets (including mineral properties) or the assets (including mineral properties) of any of its Subsidiaries. Other than the approval of Cxxxxx’x shareholders, except as would notthe TSXV, individually or in the aggregateInterim Order, have or reasonably be expected to have a Kinross Material Adverse Effect. In additionthe Final Order, other than in connection with or in compliance with Appropriate Regulatory Approvals, applicable Laws and policiesthe filing of any Arrangement Filings, no other authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Kinross Cxxxxx for the consummation by Cxxxxx of its obligations in connection with the Arrangement under this Agreement or for the completion of the transactions contemplated Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by this AgreementCxxxxx or its 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 transactions contemplated by this AgreementArrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Kinross Jetlines of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer Amalgamation will not (a) violate, conflict with or result in a breach of any provision of (i) the constating documents of Kinross Jetlines, and, except as would not, individually or those of any of its Subsidiariesin the aggregate, have or reasonably be expected to have a Jetlines Material Adverse Effect, will not: (iia) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Kinross or any of its Subsidiaries Jetlines is a party or by which Kinross or any of its Subsidiaries Jetlines is bound, ; or (iiiii) any Law to which Kinross or any of its Subsidiaries Jetlines is subject or by which Kinross 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, instrument, licence or permit, ; or (c) give rise to any rights of first refusalrefusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or lien Lien upon any of Kinross’s assets or Jetlines' assets. Other than the assets filing of any the Articles of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Kinross Material Adverse Effect. In addition, other than in connection with or in compliance with Appropriate Regulatory Approvals, applicable Laws and policiesAmalgamation, no other authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Kinross Jetlines for the consummation by Jetlines of its obligations in connection with the Amalgamation under this Agreement or for the completion of the transactions contemplated Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by this AgreementJetlines in any material assets, except for such authorizationsAuthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this AgreementAmalgamation.

No Conflict; Required Filings and Consent. The execution and delivery by Kinross Hydrogenics of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer will not not: (a) violate, conflict with or result in a breach of any provision of of: (i) the constating documents of Kinross Hydrogenics or those of any of its Material Subsidiaries, ; (ii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit to which Kinross Hydrogenics or any of its Material Subsidiaries is a party or by which Kinross Hydrogenics or any of its Material Subsidiaries is bound, ; or (iii) any Law to which Kinross Hydrogenics or any of its Material Subsidiaries is subject or by which Kinross 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, instrument, licence or permit, ; or (c) give rise to any rights of first refusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or lien upon any of Kinross’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 or reasonably be expected to have a Kinross Hydrogenics Material Adverse Effect. In addition, other than in connection with or in compliance with Appropriate Regulatory Approvals, applicable Laws and policies, no other authorization, consent or approval of, or filing with, any Governmental Entity or any public body, court or other authority is necessary on the part of Kinross Hydrogenics for the consummation of the transactions contemplated by this Agreement, 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 transactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Kinross of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer Arrangement will not (a) violate, conflict with or result in a breach of any provision of (i) the constating documents of Kinross or those of any of its the 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: (iia) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Kinross or any of its the Kinross Material Subsidiaries is a party or by which Kinross or any of its the Kinross Material Subsidiaries is bound, ; or (iiiii) any Law to which Kinross or any of its the Kinross Material Subsidiaries is subject or by which Kinross or any of its the Kinross Material Subsidiaries is bound, ; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, ; or (c) give rise to any rights of first refusalrefusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or lien upon any of Kinross’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 EffectSubsidiaries. In additionOther than Kinross Shareholder Approval, other than in connection with or in compliance with Appropriate Regulatory ApprovalsCompetition Act Approval, the Key Third Party Consents applicable Laws to Kinross and policiesconditional listing approval of the TSX and the NYSE, no other authorizationAuthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Kinross for the consummation by Kinross of its obligations in connection with the Arrangement under this Agreement or for the completion of the transactions contemplated Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by this AgreementKinross or any of the Kinross Material Subsidiaries in any material properties, except for such authorizationsAuthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions transaction contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Kinross the Company of this Agreement and the Collateral Documents and the performance by it of its obligations hereunder and thereunder and the completion of the Offer transactions contemplated by this Agreement will not (a) violate, conflict with or result in a breach of any provision of (i) the constating documents of Kinross the Company, and except as would not, individually or those of any of its Subsidiariesin the aggregate, have or reasonably be expected to have a Company Material Adverse Effect, will not: (iia) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, authorization, licence or permit to which Kinross or any of its Subsidiaries the Company is a party or by which Kinross or any of its Subsidiaries the Company is bound, ; or (iiiii) any Law law to which Kinross or any of its Subsidiaries the Company is subject or by which Kinross 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, instrument, licence or permit, ; or (c) give rise to any rights of first refusalrefusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or lien upon any of Kinrossthe Company’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 Effectassets. In addition, other than in connection with or in compliance with Appropriate Regulatory Approvals, applicable Laws and policies, no other No authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Kinross the Company for the consummation by the Company of its obligations in connection with the transactions contemplated by this Agreement or for the completion of the transactions contemplated by this AgreementAgreement not to cause or result in any loss of any rights or assets or any interest therein held by the Company 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 transactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Kinross Metalla of this Agreement and the performance by it of its obligations covenants hereunder and the completion of the Offer Arrangement will not (a) violate, conflict with or result in a breach of any provision of (i) the constating documents Constating Documents of Kinross Metalla or those of any of its Subsidiaries, and subject to obtaining consent of the lender under the Metalla Convertible Loan Facility, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, will not: (iia) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Kinross Metalla or any of its Subsidiaries is a party or by which Kinross Metalla or any of its Subsidiaries is bound, ; or (iiiii) any Law to which Kinross Metalla or any of its Subsidiaries is subject or by which Kinross Metalla or any of its Subsidiaries is bound, ; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, ; or (c) give rise to any rights of first refusalrefusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or lien upon any of Kinross’s Metalla'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. In addition, other Other than in connection with or in compliance with Appropriate Regulatory Approvals, applicable Securities Laws and stock exchange rules and policies, including conditional listing approval of the TSXV and approval of the NYSE American with respect to the issuance of Metalla Shares issued as Consideration, no other authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Kinross Metalla for the consummation by Metalla of its obligations in connection with the Arrangement under this Agreement, for the completion of the transactions contemplated Arrangement or so as not to cause or result in any loss of any rights or assets or any interest therein held by this AgreementMetalla or any of its Subsidiaries in any properties 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 transactions contemplated by this AgreementArrangement.