Common use of No Violation; Absence of Defaults and Conflicts Clause in Contracts

No Violation; Absence of Defaults and Conflicts. (i) Neither Suncor nor any of its Subsidiaries is in violation of its constating documents or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which Suncor or any of its Subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Suncor or any of its Subsidiaries is bound, except for such defaults which would not result in a Material Adverse Effect. (ii) Neither the execution and delivery of this Agreement by Suncor nor the consummation of the Arrangement contemplated hereby nor compliance by Suncor with any of the provisions hereof will: (A) violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of Suncor or any of its Subsidiaries or cause any indebtedness to come due before its stated maturity or cause any credit to cease to be available, under any of the terms, conditions or provisions of (1) their respective charter or by-laws or (2) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which Suncor or any of its Subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Suncor or any of its Subsidiaries is bound; or (B) subject to compliance with the statutes and regulations referred to below, violate any Laws, judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to Suncor or any of its Subsidiaries or any of their respective properties or assets (except, in the case of each of clauses (A) and (B) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, or any consents, approvals or notices which if not given or received, would not have a Material Adverse Effect on Suncor or significantly impede the ability of Suncor to consummate the Arrangement); or (C) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which would have a Material Adverse Effect on Suncor. (iii) Other than in connection with or in compliance with the provisions of applicable Canadian Securities Laws, U.S. Securities Laws, the CBCA, the Competition Act, the HSR Act or other similar applicable Laws (including any Laws that regulate competition, antitrust, foreign investment or transportation), the terms of the Interim Order and the Final Order in respect of the Arrangement and the filing of the Articles of Arrangement, (A) there is no legal impediment to Suncor’s consummation of the Arrangement, and (B) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is required of Suncor in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not have a Material Adverse Effect on Suncor or significantly impede the ability of Suncor to consummate the Arrangement.

No Violation; Absence of Defaults and Conflicts. (i) Neither Suncor nor any No member of its Subsidiaries the Cenovus Group is in violation of its constating documents or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract Contract or other instrument or obligation to which Suncor or any member of its Subsidiaries the Cenovus Group is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Suncor or any member of its Subsidiaries the Cenovus Group is bound, except for such defaults which would not result in a Material Adverse EffectEffect on Cenovus. (ii) Neither the execution and delivery of this Agreement by Suncor Cenovus nor the consummation of the Arrangement contemplated hereby by this Agreement nor compliance by Suncor Cenovus with any of the provisions hereof will: (A) except as disclosed in writing by Cenovus to Husky, violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of Suncor Cenovus or any of its Subsidiaries subsidiaries or cause any indebtedness to come due before its stated maturity or cause any credit to cease to be available, under any of the terms, conditions or provisions of of: (1) their respective charter or by-laws laws; or (2) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract Contract or other instrument or obligation to which Suncor or any member of its Subsidiaries the Cenovus Group is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Suncor or any member of its Subsidiaries the Cenovus Group is bound; or (B) subject to obtaining the Key Regulatory Approvals and the requisite approvals of the Cenovus Common Shareholders, the Husky Common Shareholders, the Husky Preferred Shareholders, the holders of Husky Options, the Court, the TSX and the NYSE and compliance with the statutes and regulations referred to belowApplicable Canadian Securities Laws, violate any Laws, judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation Laws applicable to Suncor or any member of its Subsidiaries the Cenovus Group or any of their respective properties or assets (except, in the case of each of clauses (A) and (B) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, or any consents, approvals or notices which if not given or received, would not have a Material Adverse Effect on Suncor or significantly impede the ability of Suncor to consummate the Arrangement)assets; or (C) cause the suspension or revocation of any authorization, consent, approval or license currently in effect (except, in the case of each of clauses (A), (B) and (C) above, for such violations, conflicts, breaches, defaults, terminations, accelerations, creations of Encumbrances, suspensions or revocations which, or any consents, approvals or notices which if not given or received, would not, individually or in the aggregate, have a any Material Adverse Effect on SuncorCenovus). (iii) Other than in connection with or in compliance with the provisions of applicable Canadian Securities Laws, U.S. Securities Laws, Applicable Laws in relation to the CBCA, the Competition Act, the HSR Act or other similar applicable Laws (including any Laws that regulate competition, antitrust, foreign investment or transportation), the terms of the Interim Order and the Final Order in respect completion of the Arrangement or which are required to be fulfilled post Arrangement, and except for the Key Regulatory Approvals and the filing requisite approvals of the Articles Cenovus Common Shareholders, the Husky Common Shareholders, the Husky Preferred Shareholders, the holders of ArrangementHusky Options, the Court, the TSX and the NYSE: (A) there is no legal impediment to Suncor’s Cenovus's consummation of the Arrangement, ; and (B) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority Governmental Authority is required of Suncor Cenovus in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not have a Material Adverse Effect on Suncor Cenovus or significantly impede the ability of Suncor Cenovus to consummate the Arrangement.

No Violation; Absence of Defaults and Conflicts. (i) Neither Suncor nor any of its Subsidiaries Gold Ridge is not in violation of its constating documents or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which Suncor or any of its Subsidiaries Gold Ridge is a party or to which any of themit, or any of their respective its properties or assets, may be subject or by which Suncor or any of its Subsidiaries Gold Ridge is bound, except for such defaults which would not result in a Material Adverse Effect. (ii) Neither the execution and delivery of this Agreement or any other agreements contemplated hereunder by Suncor nor Gold Ridge, the consummation of the Arrangement transactions contemplated hereby and thereby, nor compliance by Suncor Gold Ridge with any of the provisions hereof or thereof will: (Ai) violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the a creation of any Encumbrance upon any of the properties or assets of Suncor or any of its Subsidiaries or cause any indebtedness to come due before its stated maturity or cause any credit to cease to be availableGold Ridge, under any of the terms, conditions or provisions of of (1a) their respective charter or by-laws its constating documents or (2b) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other material instrument or obligation to which Suncor or any of its Subsidiaries Gold Ridge is a party or to which any of them, or any of their respective its properties or assets, assets may be subject or by which Suncor or any of its Subsidiaries Gold Ridge is bound; or (Bii) subject to compliance with the statutes and regulations referred to belowin subsection 9.1(e), violate any Laws, judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to Suncor or any of its Subsidiaries or any of their respective properties or assets Gold Ridge (except, in the case of each of clauses and (Ai) and (Bii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances terminations which, or any consents, approvals or notices which if not given or received, would not have a any Material Adverse Effect on Suncor Gold Ridge, or significantly impede on the ability of Suncor Gold Ridge to consummate the Arrangementtransactions contemplated hereby); or (Ciii) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which would have a Material Adverse Effect on SuncorGold Ridge. (iii) Other than in connection with or in compliance with the provisions of applicable Canadian Securities Laws, U.S. Securities Laws, the CBCA, the Competition Act, the HSR Act or other similar applicable Laws (including any Laws that regulate competition, antitrust, foreign investment or transportation), the terms of the Interim Order and the Final Order in respect of the Arrangement and the filing of the Articles of Arrangement, (A) there is no legal impediment to Suncor’s consummation of the Arrangement, and (B) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is required of Suncor in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not have a Material Adverse Effect on Suncor or significantly impede the ability of Suncor to consummate the Arrangement.

No Violation; Absence of Defaults and Conflicts. (i) Neither Suncor nor any No member of its Subsidiaries the Husky Group is in violation of its constating documents or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract Contract or other instrument or obligation to which Suncor or any member of its Subsidiaries the Husky Group is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Suncor or any member of its Subsidiaries the Husky Group is bound, except for such defaults which would not result in a Material Adverse EffectEffect on Husky. (ii) Neither the execution and delivery of this Agreement by Suncor Husky nor the consummation of the Arrangement contemplated hereby by this Agreement nor compliance by Suncor Husky with any of the provisions hereof will: (A) except as disclosed in writing by Husky to Cenovus, violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of Suncor Husky or any of its Subsidiaries subsidiaries or cause any indebtedness to come due before its stated maturity or cause any credit to cease to be available, under any of the terms, conditions or provisions of of: (1) their respective charter or by-laws laws; or (2) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract Contract or other instrument or obligation to which Suncor or any member of its Subsidiaries the Husky Group is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Suncor or any member of its Subsidiaries the Husky Group is bound; or (B) subject to obtaining the Key Regulatory Approvals and the requisite approvals of the Cenovus Common Shareholders, the Husky Common Shareholders, the Husky Preferred Shareholders, the holders of Husky Options, the Court, the TSX and the NYSE and compliance with the statutes and regulations referred to belowApplicable Canadian Securities Laws, violate any Laws, judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation Laws applicable to Suncor or any member of its Subsidiaries the Husky Group or any of their respective properties or assets (except, in the case of each of clauses (A) and (B) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, or any consents, approvals or notices which if not given or received, would not have a Material Adverse Effect on Suncor or significantly impede the ability of Suncor to consummate the Arrangement); or (C) cause the suspension or revocation of any authorization, consent, approval or license currently in effect (except, in the case of each of clauses (A), (B) and (C) above, for such violations, conflicts, breaches, defaults, terminations, accelerations, creations of Encumbrances, suspensions or revocations which, or any consents, approvals or notices which if not given or received, would not, individually or in the aggregate, have a any Material Adverse Effect on SuncorHusky). (iii) Other than in connection with or in compliance with the provisions of applicable Canadian Securities Laws, U.S. Securities Laws, Applicable Laws in relation to the CBCA, the Competition Act, the HSR Act or other similar applicable Laws (including any Laws that regulate competition, antitrust, foreign investment or transportation), the terms of the Interim Order and the Final Order in respect completion of the Arrangement or which are required to be fulfilled post Arrangement, and except for the Key Regulatory Approvals and the filing requisite approvals of the Articles Cenovus Common Shareholders, the Husky Common Shareholders, the Husky Preferred Shareholders, the holders of ArrangementHusky Options, the Court, the TSX and the NYSE: (A) there is no legal impediment to Suncor’s Husky's consummation of the Arrangement, ; and (B) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority Governmental Authority is required of Suncor Husky in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not have a Material Adverse Effect on Suncor Husky or significantly impede the ability of Suncor Husky to consummate the Arrangement.

No Violation; Absence of Defaults and Conflicts. (i) Neither Suncor Guarantor nor Purchaser nor any of its Purchaser's Subsidiaries (including Acquisitionco) is in violation of its constating documents or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract Contract or other instrument or obligation to which Suncor Guarantor, Purchaser or any of its Purchaser's Subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Suncor Guarantor, Purchaser or any of its Purchaser's Subsidiaries is bound, except for such defaults which would not result in a Material Adverse Effectimpede the ability of the Purchaser Parties to consummate the Arrangement. (ii) Neither the execution and delivery of this Agreement by Suncor the Purchaser Parties nor the consummation by the Purchaser Parties of the Arrangement contemplated hereby nor compliance by Suncor the Purchaser Parties with any of the provisions hereof will: (A) violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of Suncor the Purchaser Parties or any of its their Subsidiaries or cause any indebtedness to come due before its stated maturity or cause any credit to cease to be available, under any of the terms, conditions or provisions of (1) their respective charter or by-laws or (2) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract Contract or other instrument or obligation to which Suncor the Purchaser Parties or any of its their Subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Suncor the Purchaser Parties or any of its their Subsidiaries is bound; or (B) subject to compliance with the statutes and regulations referred to below, violate any Laws, judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to Suncor the Purchaser Parties or any of its their Subsidiaries or any of their respective properties or assets (except, in the case of each of clauses (A) and (B) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, or any consents, approvals or notices which if not given or received, would not have a Material Adverse Effect on Suncor or significantly impede the ability of Suncor the Purchaser Parties to consummate the Arrangement); or (C) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which would have a Material Adverse Effect on Suncorimpede the ability of the Purchaser Parties to consummate the Arrangement. (iii) Other than in connection with or in compliance with the provisions of applicable Canadian Securities Laws, U.S. Securities Laws, the CBCAABCA, the Competition Act, the HSR Act or other similar applicable Laws (including any Laws that regulate competition, antitrust, foreign investment or transportation), the terms of the Interim Order and the Final Order in respect of the Arrangement and the filing of the Articles of Arrangement, (A) there is no legal impediment to Suncor’s the Purchaser Parties consummation of the Arrangement, and (B) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is required of Suncor the Purchaser Parties in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not have a Material Adverse Effect on Suncor or significantly impede the ability of Suncor the Purchaser Parties to consummate the Arrangement.