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

No Conflict; Required Filings and Consent. The execution and delivery by Avion of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries is a party or by which Avion or any of the Avion Material Subsidiaries is bound; or (B) any Law to which Avion or any of the Avion Material Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries is bound; (ii) 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 (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s assets or the assets of any of the Avion Material Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries for the consummation by Avion 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 Avion or any of the Avion 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 Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Xxxxxx of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Xxxxxx or those of any of the Avion Xxxxxx Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Xxxxxx Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, including the Share Purchase Agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Xxxxxx or any of the Avion Xxxxxx Material Subsidiaries is a party or by which Avion Xxxxxx or any of the Avion Xxxxxx Material Subsidiaries is bound; or (Bii) any Law to which Avion Xxxxxx or any of the Avion Xxxxxx Material Subsidiaries is subject or by which Avion Xxxxxx or any of the Avion Xxxxxx Material Subsidiaries is bound; (iib) 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) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of AvionWalter’s assets or the assets of any of the Avion Xxxxxx Material Subsidiaries. Other than the ICA Competition Act Approval, the Interim OrderInvestment Canada Act Approval, the Final Order, the filing or issuance (as the case may be) HSR Approval and listing approval of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementNYSE, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Xxxxxx for the consummation by Avion Xxxxxx 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 Avion or any of the Avion 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 ArrangementAgreement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion American Consolidated of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion American Consolidated or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Avion American Consolidated or any of the Avion Material its Subsidiaries is a party or by which Avion American Consolidated or any of the Avion Material its Subsidiaries is bound; or (Bii) to the knowledge of American Consolidated, any Law to which Avion American Consolidated or any of the Avion Material its Subsidiaries is subject or by which Avion American Consolidated or any of the Avion Material its Subsidiaries is bound; (iib) 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 (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any material Lien Encumbrance, charge or lien upon any of Avion’s American Consolidated‘s assets (including mineral properties) or the assets (including mineral properties) of any of the Avion Material its Subsidiaries. Other than the ICA Approvalapproval of the TSXV, the Interim Order, the Final Order, and the filing or issuance (as the case may be) of the Certificate of any Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementFilings, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries American Consolidated for the consummation by Avion American Consolidated 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 Avion American Consolidated or any of the Avion Material 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 Avion Metanor of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Metanor Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material SubsidiariesMetanor and, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Metanor Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries Metanor is a party or by which Avion or any of the Avion Material Subsidiaries Metanor is bound; or (Bii) any Law to which Avion or any of the Avion Material Subsidiaries Metanor is subject or by which Avion or any of the Avion Material Subsidiaries Metanor is bound; (iib) 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) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of AvionMetanor’s assets or the assets of any of the Avion Material Subsidiariesassets. Other than the ICA Metanor TSXV Approval, the Metanor Interim Order, the Metanor Final Order, Order and the filing or issuance (as the case may be) of the Certificate of Arrangement and Metanor Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementArrangement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Metanor for the consummation by Avion Metanor of its obligations in connection with the Metanor Arrangement under this Agreement or for the completion of the Metanor Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries Metanor 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 Metanor Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion each of Endeavour and Endeavour Gold of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by each of it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Endeavour or those of any of the Avion Endeavour Material Subsidiaries, and except as would not, individually or in - 45 – the aggregate, have or reasonably be expected to have an Avion Endeavour Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Endeavour or any of the Avion Endeavour Material Subsidiaries is a party or by which Avion Endeavour or any of the Avion Endeavour Material Subsidiaries is bound; or (B) any Law to which Avion Endeavour or any of the Avion Material Endeavour Subsidiaries is subject or by which Avion Endeavour or any of the Avion Material Endeavour Subsidiaries is bound; (ii) 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 (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s assets or the assets of Endeavour or any of the Avion Endeavour Material Subsidiaries. Other than the ICA Endeavour Shareholder Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) conditional listing approval of the Certificate of Arrangement and Articles of Arrangement TSX and any Authorization that may have has been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreementthe Endeavour Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion Endeavour or any of its the Endeavour Subsidiaries for the consummation by Avion each of Endeavour and Endeavour Gold 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 Avion Endeavour or any of the Avion Endeavour 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 Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Pan American of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Pan American or those of any of the Avion Pan American Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Pan American Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Pan American or any of the Avion Pan American Material Subsidiaries is a party or by which Avion Pan American or any of the Avion Pan American Material Subsidiaries is bound; or (Bii) any Law to which Avion Pan American or any of the Avion Pan American Material Subsidiaries is subject or by which Avion Pan American or any of the Avion Pan American Material Subsidiaries is bound; (iib) 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) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of AvionPan American’s assets or the assets of any of the Avion Pan American Material Subsidiaries. Other than the ICA Pan American Shareholder Approval, conditional listing approval of the Interim OrderTSX and the Nasdaq and the third party consents, the Final Order, the filing or issuance (as the case may beapprovals and notices listed in Schedule 4.1(d) of the Certificate of Arrangement and Articles of Arrangement Pan American Disclosure Letter (the “Pan American Third Party Consents”), and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementAntitrust Filings and Antitrust Clearances, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Pan American for the consummation by Avion Pan American 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 Avion Pan American or any of the Avion Pan American 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 Arrangement. For greater certainty, the only Regulatory Approvals necessary on the part of Pan American for the consummation by Pan American of its obligations in connection with the Arrangement under this Agreement are the Antitrust Clearance and the conditional listing approval of the TSX and the Nasdaq.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Red Back of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Red Back or those of any of the Avion Red Back Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Red Back Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Red Back or any of the Avion Red Back Material Subsidiaries is a party or by which Avion Red Back or any of the Avion Red Back Material Subsidiaries is bound; or (Bii) any Law to which Avion Red Back or any of the Avion Red Back Material Subsidiaries is subject or by which Avion Red Back or any of the Avion Red Back Material Subsidiaries is bound; (iib) 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) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of AvionRed Back’s assets or the assets of any of the Avion Red Back Material Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement Arrangement, the Competition Act Approval and any Authorization Foreign Antitrust Clearance that may have been identified by Avion Red Back in Section 5.2(a) 5.2 of this Agreement or Endeavour in Section 5.4 of and which Foreign Antitrust Filing Kinross, acting reasonably, has agreed is required to be made to consummate the transactions contemplated by this Agreement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Red Back for the consummation by Avion Red Back 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 Avion Red Back or any of the Avion Red Back 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 Arrangement.