Common use of Non-Arm’s Length Transactions Clause in Contracts

Non-Arm’s Length Transactions. Except as disclosed in the Information, neither the Corporation nor the Subsidiary owes any amount to, nor has the Corporation or the Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any related person (as such term is defined in the Item 404 of Regulation S-B promulgated by the SEC) in respect of whom disclosure would be required to be included under Item 12 of Form 10-KSB, except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of the Corporation or the Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm’s length with the Corporation and the Subsidiary. No officer, director or employee of the Corporation or the Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the Subsidiary which could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the Subsidiary. No officer, director, employee or securityholder of the Corporation or the Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Except as disclosed in the InformationThe Corporation has not since March 1, neither the Corporation nor the Subsidiary owes 1998 made any amount to, nor has the Corporation payment or the Subsidiary any present loans loan to, or borrowed any amount moneys from or is otherwise indebted to, any related officer, director, employee, shareholder or any other person not dealing at arm's length with the Corporation (within the meaning of the Tax Act), except as such term is defined disclosed in the Item 404 of Regulation S-B promulgated by the SEC) in respect of whom disclosure would be required to be included under Item 12 of Form 10-KSB, Interim Corporation Financial Statements and except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business TGF Business including the provision of management services by VLRL Management Ltd. to the Corporation and except loans made to the Corporation by its shareholders and/or directors from time to time and which shall have been repaid in full on or before the Closing Date or shall otherwise form part of the Corporation or the SubsidiaryShareholder Loans. Except usual employee or consulting for Contracts of employment and the foregoing arrangements made in the ordinary and normal course of businesswith VLRL Management Ltd., neither the Corporation nor the Subsidiary is not a party to any contract, agreement or understanding Contract with any officer, director, employee or securityholder of any of them employee, shareholder or any other Person person not dealing at arm’s 's length with the Corporation and (within the Subsidiarymeaning of the Tax Act). No officer, director or employee shareholder of the Corporation or the Subsidiary and no Person which entity that is an affiliate Affiliate or associate Associate of any one or more of the foregoing Persons, such individuals: (a) owns, directly or indirectly, any interest in (except for shares representing less than 5% one per cent of the outstanding shares of any class or series of any publicly traded company) in), or is an officer, director, employee or consultant of, any Person person which is, or is engaged inin business as, a business competitive with competitor of the business of TGF Business or the Corporation or a lessor, lessee, supplier, distributor, sales agent or customer of the Subsidiary which could materially adversely impact on the ability to properly perform the services to be performed by such Person for TGF Business or the Corporation or the Subsidiary. No officerother than Xxxxxx who has an interest in Albert's Bakery, director, employee or securityholder a customer and supplier of the Corporation; (b) owns, directly or indirectly, in whole or in part, any property that the Corporation or uses in the Subsidiary operation of the TGF Business; or (c) has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or in connection with the Subsidiary TGF Business, except for any liabilities reflected in the Interim Corporation Financial Statements and claims in the ordinary and normal course of the business of the Corporation or the Subsidiary business, such as for accrued vacation pay or and accrued benefits under the Employee Plans, the Purchased Loans and Shareholder Loans and other amounts or matters which would not be material than the accruals of salary and bonuses referred to the Corporation.in Subsection 1.22(m) of this Schedule B.

Non-Arm’s Length Transactions. Except as disclosed in the Information, neither the Corporation nor the any Subsidiary owes any amount to, nor has the Corporation or the any Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any related person officer, director, employee or securityholder of any of them or any Person not dealing at “arm’s length” (as such term is defined in the Item 404 Income Tax Act (Canada)) with any of Regulation S-B promulgated by the SEC) in respect of whom disclosure would be required to be included under Item 12 of Form 10-KSB, them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of the Corporation or the Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm’s length with the Corporation and the SubsidiarySubsidiaries. No officer, director or employee of the Corporation or the any Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the any Subsidiary which could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the any Subsidiary. No officer, director, employee or securityholder of the Corporation or the any Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the any Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the any Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Except as disclosed in the Information, neither the Corporation nor the Subsidiary owes any amount to, nor has the Corporation or the any Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any related person officer, director, employee or securityholder of any of them or any Person not dealing at “arm’s length” (as such term is defined in the Item 404 Income Tax Act (Canada)) with any of Regulation S-B promulgated by the SEC) in respect of whom disclosure would be required to be included under Item 12 of Form 10-KSB, them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of the Corporation or the a Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm’s length with the Corporation and the SubsidiarySubsidiaries. No officer, director or employee of the Corporation or the any Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the any Subsidiary which could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the any Subsidiary. No officer, director, employee or securityholder of the Corporation or the any Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the any Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Except as disclosed in the InformationDisclosure Documents, neither the Corporation nor the Subsidiary owes any amount to, nor has the Corporation or the Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any related person officer, director, employee or securityholder of any of them or any Person not dealing at "arm's length" (as such term is defined in the Item 404 Income Tax Act (Canada)) with any of Regulation S-B promulgated by the SEC) in respect of whom disclosure would be required to be included under Item 12 of Form 10-KSB, them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation or the Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person not dealing at arm’s 's length with the Corporation and the Subsidiary. No officer, director officer or employee of the Corporation or the Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the Subsidiary which could materially adversely impact would reasonably be expected to have a Material Adverse Effect on the ability to properly perform the services to be performed by such Person for the Corporation or the Subsidiary. No To the knowledge of the Corporation, no officer, director, employee or securityholder of the Corporation or the Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.

Non-Arm’s Length Transactions. Except as disclosed in the Information, neither none of the Corporation nor the or any Subsidiary owes any amount to, nor has do the Corporation or the any Subsidiary have any present loans to, or borrowed any amount from or is otherwise indebted to, any related person officer, director or securityholder thereof or any Person not dealing at “arm’s length” (as such term is defined in the Item 404 Income Tax Act (Canada)) with any of Regulation S-B promulgated by the SEC) in respect of whom disclosure would be required to be included under Item 12 of Form 10-KSB, them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of the Corporation or the Subsidiaryand its Subsidiaries. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither none of the Corporation nor the or any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them thereof or any other Person not dealing at arm’s length with the Corporation and or its Subsidiaries. Except as disclosed in the Subsidiary. No officerInformation, no officer or director or employee of the Corporation or the any Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 510% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee director or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the Subsidiary which could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the any Subsidiary. No officer, director, employee or securityholder of the Corporation or the any Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the any Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary and its Subsidiaries such as for accrued vacation pay or other amounts or matters which would not be material to the CorporationCorporation and its Subsidiaries.

Non-Arm’s Length Transactions. Except as disclosed in the Information, neither Each of the Corporation nor the Subsidiary owes and its Material Subsidiaries do not owe any amount to, nor has the Corporation or the Subsidiary Material Subsidiaries any present material loans to, or borrowed any material amount from or is otherwise materially indebted to, any related person officer, director, employee or securityholder thereof or any Person not dealing at “arm’s-length” (as such term is defined in the Item 404 Tax Act) with any of Regulation S-B promulgated by the SEC) in respect of whom disclosure would be required to be included under Item 12 of Form 10-KSB, them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of the Corporation or and its Material Subsidiaries and except as disclosed in the SubsidiaryFinancial Statements. Except usual employee or consulting arrangements made in the ordinary and normal course of businessbusiness and except as disclosed in the Financial Statements, neither each of the Corporation nor the Subsidiary and its Material Subsidiaries is not a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them thereof or any other Person not dealing at arm’s arm’s-length with the Corporation and or the SubsidiaryMaterial Subsidiaries. No officerTo the Corporation’s knowledge, director or employee no officer of the Corporation or the Subsidiary Material Subsidiaries and no Person which is an affiliate or associate of any of the foregoing PersonsPerson, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or the Subsidiary Material Subsidiaries which could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or the SubsidiaryMaterial Subsidiaries. No officer, director, employee or securityholder of the Corporation or the Subsidiary Material Subsidiaries has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the Subsidiary Material Subsidiaries except for claims in the ordinary and normal course of the business of the Corporation or the Subsidiary Material Subsidiaries such as for accrued vacation pay or other amounts or matters which would not be material to the CorporationCorporation or the Material Subsidiaries.

Non-Arm’s Length Transactions. Except as disclosed in the InformationenCore Disclosure Letter or enCore Public Records, neither the Corporation enCore nor the any enCore Subsidiary owes any amount to, nor has the Corporation enCore or the any enCore Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any related officer, director, employee or securityholder of any of them or any person not dealing at “arm's length” (as such term is defined in the Item 404 ITA) with any of Regulation S-B promulgated by the SEC) in respect of whom disclosure would be required to be included under Item 12 of Form 10-KSB, them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation enCore or the any enCore Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation enCore nor the any enCore Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other Person person not dealing at arm’s 's length with the Corporation enCore and the SubsidiaryenCore Subsidiaries. No officer, director or employee of the Corporation enCore or the any enCore Subsidiary and no Person person which is an affiliate or associate of any of the foregoing Personspersons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person person which is, or is engaged in, a business competitive with the business of the Corporation enCore or the any enCore Subsidiary which could materially adversely impact have a material adverse effect on the ability to properly perform the services to be performed by such Person person for the Corporation enCore or the any enCore Subsidiary. No Except as described in the enCore Disclosure Letter or enCore Public Records, no officer, director, employee or securityholder of the Corporation enCore or the any enCore Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation enCore or the any enCore Subsidiary except for claims in the ordinary and normal course of the business of the Corporation enCore or the any enCore Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the CorporationenCore.