Common use of Non-Contravention; Approvals and Consents Clause in Contracts

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel and Sub do not, and the performance by each of Corel and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Corel or any of its Subsidiaries, or (ii) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any laws or orders of any Governmental or Regulatory Authority applicable to Corel or any of its Subsidiaries or any of their respective assets or properties or (y) any Contracts to which Corel or any of its Subsidiaries is a party or by which Corel or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger notification report by Corel under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Corel Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel or any of its Subsidiaries is a party or by which Corel or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel and Sub, the performance by each of Corel and Sub of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel Parent and Sub do not, and the performance by each of Corel Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel Parent or any of its Significant Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Corel Parent or any of its Significant Subsidiaries, or (ii) except as disclosed in Section 4.04 of the Parent Disclosure Letter, (x) subject to the obtaining of the Corel ShareholdersParent Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) Section any laws or orders of any Governmental or Regulatory Authority applicable to Corel Parent or any of its Subsidiaries or any of their respective assets or properties properties, or (y) any Contracts to which Corel Parent or any of its Subsidiaries is a party or by which Corel Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could are not be reasonably expected to have a material adverse effect on Corel Parent and its Subsidiaries taken as a whole or on the ability of Corel Parent and Sub to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger notification report by Corel Parent under the HSR Act, (ii) for the filing of the Proxy Statement and Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate Articles of Merger and other appropriate merger documents required by the DL MGCL with the Secretary of State Department and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, business and (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Corel Parent Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel Parent or any of its Subsidiaries is a party or by which Corel Parent or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel Parent and Sub, the performance by each of Corel Parent and Sub of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could are not be reasonably expected to have a material adverse effect on Corel Parent and its Subsidiaries taken as a whole or on the ability of Corel Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Schedule 4.03, the execution and delivery of this Agreement by each of Corel Parent and Sub do not, and the performance by each of Corel Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter organizational documents) of Corel Parent or any of its Subsidiaries, or (ii) subject to obtaining the obtaining of the Corel Parent Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any laws or orders of any Governmental or Regulatory Authority applicable to Corel Parent or any of its Subsidiaries or any of their respective assets or properties properties, or (y) any Contracts to which Corel Parent or any of its Subsidiaries is a party or by which Corel Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel Parent and Sub to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger notification report by Corel under the HSR Act, (ii) for Proxy Statement and the filing of the Registration Statement Offer Documents with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iiiii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL Utah Code with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, business and (viiiii) as disclosed in Section 4.04 of the Corel Disclosure LetterSchedule 4.03, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel Parent or any of its Subsidiaries is a party or by which Corel Parent or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel Parent and Sub, the performance by each of Corel Parent and Sub of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel Parent and Sub do does not, and the performance by each of Corel Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Corel Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Corel Parent or any of its Subsidiaries, or (ii) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (b) of this SectionSection 4.3, (x) any laws Laws or orders Orders of any Governmental or Regulatory Authority applicable to Corel Parent or any of its Subsidiaries or any of their respective assets or properties properties, or (y) any Contracts to which Corel Parent or any of its Subsidiaries is a party or by Table of Contents which Corel Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be reasonably expected to have a material adverse effect Material Adverse Effect on Corel Parent and its Subsidiaries taken as a whole or on the ability of Corel Parent and Sub to consummate the transactions contemplated by this Agreement. (b) Except (i) for the any filing of a premerger pre-merger notification report required by Corel under Parent and Sub under, and any other actions required under, the HSR Act, Act and (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Corel Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law Law or order Order of any Governmental or Regulatory Authority or any Contract to which Corel Parent or any of its Subsidiaries is a party or by which Corel Parent or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel Parent and Sub, the performance by each of Corel Parent and Sub of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could would not be reasonably expected to have a material adverse effect Material Adverse Effect on Corel Parent and its Subsidiaries taken as a whole or on the ability of Corel Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel and Sub the Purchaser do not, and the performance by each of Corel and Sub the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel the Purchaser or any of its Significant Subsidiaries under, under any of the terms, conditions or provisions of (i) the certificates Articles of Incorporation or articles Code of incorporation or bylaws Regulations (or other comparable charter documentsdocument) of Corel the Purchaser or any of its Significant Subsidiaries, or (ii) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any laws Laws or orders Orders, of any Governmental Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by the Purchaser or any Significant Subsidiary of the Purchaser, applicable to Corel the Purchaser or any of its Significant Subsidiaries or any of their respective assets or properties properties, or (y) any Contracts Contract to which Corel the Purchaser or any of its Significant Subsidiaries is a party or by which Corel the Purchaser or any of its Significant Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub to consummate the transactions contemplated by this AgreementPurchaser Material Adverse Effect. (b) Except for (i) for the filing of a premerger notification report by Corel the Purchaser under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL TBCA with the Secretary of State of the State of Tennessee and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iviii) as may be the making of any required under applicable requirements filings with the Ohio Department of Insurance, the Tennessee State Department of Commerce and Insurance, and any other insurance regulatory authority which is charged with regulating or supervising any business conducted by the Company or any subsidiary of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Corel Disclosure LetterCompany, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority Body or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law Law or order Order of any Governmental Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by the Purchaser or any Significant Subsidiary of the Purchaser, or any Contract to which Corel the Purchaser or any of its Significant Subsidiaries is a party or by which Corel the Purchaser or any of its Significant Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel and Subthe Purchaser, the performance by each of Corel and Sub the Purchaser of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not reasonably be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub to consummate the transactions contemplated by this AgreementPurchaser Material Adverse Effect.

Non-Contravention; Approvals and Consents. (ai) The execution and delivery of this Agreement and the Partnership Agreement by each of Corel and Sub the undersigned do not, and the performance by each of Corel and Sub the undersigned of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel the undersigned or any of its Subsidiaries the undersigned's subsidiaries under, any of the terms, conditions or provisions of (i1) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Corel the undersigned or any of its Subsidiariessubsidiaries, or (ii2) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (bii) of this Section, (x) any laws existing on the date hereof or orders of any Governmental or Regulatory Authority applicable to Corel the undersigned or any of its Subsidiaries subsidiaries or any of their respective assets or properties properties, or (y) any Contracts to which Corel the undersigned or any of its Subsidiaries subsidiaries is a party or by which Corel the undersigned or any of its Subsidiaries subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub the undersigned to consummate the transactions contemplated by this Agreement. (bii) Except (i) for the filing of a premerger notification report by Corel under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Corel Disclosure Letteron Schedule 5(c) hereto, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel the undersigned or any of its Subsidiaries subsidiaries is a party or by which Corel the undersigned or any of its Subsidiaries subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement or the Partnership Agreement by each of Corel and Subthe undersigned, the performance by each of Corel and Sub the undersigned of its obligations hereunder or thereunder or the consummation by Corel of the transactions contemplated herebyhereby or thereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub the undersigned to consummate the transactions contemplated by this Agreement or the Partnership Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel and Sub Purchaser do not, and the performance by each of Corel and Sub Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel Purchaser or any of its Purchaser's Subsidiaries under, any of the terms, conditions or provisions of (i) the organizational documents of Purchaser or the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Corel or any of its Purchaser's Subsidiaries, or (ii) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any laws existing on the date hereof or orders of any Governmental or Regulatory Authority applicable to Corel Purchaser or any of its Purchaser's Subsidiaries or any of their respective assets or properties properties, or (y) any Contracts to which Corel Purchaser or any of its Purchaser's Subsidiaries is a party or by which Corel Purchaser or any of its Purchaser's Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub Purchaser to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger notification report by Corel under the HSR ActNotification and Report, (ii) for (x) the filing approval of, or the making of a public interest determination by, the PUCT under Texas law, to the extent required by the Texas Public Utility Regulatory Act and for (y) the approval of the Registration Statement with the SEC pursuant NMPRC under New Mexico law, to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement extent required by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this AgreementNew Mexico Public Utility Act, (iii) for the filing approval of the Certificate FERC pursuant to an application made under Section 203, and any other pertinent section of Merger and other appropriate merger documents required by or regulation under the DL with Power Act or an order of the Secretary of State and appropriate documents with FERC under the relevant authorities of other states in which the Constituent Corporations are qualified to do businessPower Act disclaiming jurisdiction over this Agreement, (iv) for an approval order of the SEC under section 9(a)(2) of PUHCA and otherwise under PUHCA as may be required under applicable requirements to effect the Transaction and issue securities to provide funding for the repayment of the Competition Act (Canada) Credit Agreement and the Investment Canada Actredemptions contemplated by Section 6.07 (collectively, the "Overall Transaction"), (v) as may be required by for the by-laws, rules, regulations or policies approval of the TSE in respect FCC on the application for transfer of control of the Corel Common Stock to be issued in the Merger and upon the exercise Company's licenses under Section 310(d) of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities lawsCommunications Act, and (viivi) as disclosed in Section 4.04 4.05 of the Corel Purchaser Disclosure LetterSchedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel Purchaser or any of its Subsidiaries is a party or by which Corel Purchaser or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel and SubPurchaser, the performance by each of Corel and Sub Purchaser of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub Purchaser to consummate the transactions contemplated by this Agreement. (c) In connection with its becoming the holding company for Public Service Company of New Mexico ("PNM"), Purchaser and PNM became subject to the order dated June 28, 2001, as amended December 18, 2001 (collectively, the "Holding Company Order") of the NMPRC under which Purchaser and PNM each made a number of commitments concerning, among other things, Purchaser's activities. Such commitments, individually and in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement. Purchaser has previously delivered or made available to the Selling Shareholder a correct and complete copy of the Holding Company Order. Neither Purchaser nor PNM have made further commitments concerning Purchaser's activities that would have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement. (d) As disclosed in Purchaser SEC Reports (as defined below), Purchaser has been advised by the Office of Public Utility Regulation of the SEC that it should file to become a registered holding company under PUHCA. Purchaser has announced that it will comply with that determination. Purchaser presently expects that it will effect its registration under section 5(a) of PUHCA not later than December 31, 2004. Until such registration is effected, Purchaser is exempt from all provisions (other than section 9(a)(2)) of the requirements of PUHCA, pursuant to the provisions of section 3(a)(1) in accordance with Rule 2 of the SEC under PUHCA.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel and Sub do not, and the performance by each of Corel and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation amalgamation or bylaws (or other comparable charter documents) of Corel or any of its Subsidiaries, or (ii) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any laws or orders of any Governmental or Regulatory Authority applicable to Corel or any of its Subsidiaries or any of their respective assets or properties or (y) any Contracts to which Corel or any of its Subsidiaries is a party or by which Corel or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, payment or reimbursement obligations, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger notification report by Corel as may be required under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this AgreementAgreement and applications to such authorities for relief from requirements of applicable securities laws, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada ActAct (Canada), (v) as may be required by the by-laws, rules, regulations or policies of The Toronto Stock Exchange (the TSE "TSE") in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Corel Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel or any of its Subsidiaries is a party or by which Corel or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel and Sub, the performance by each of Corel and Sub of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub to consummate the transactions contemplated by this Agreement. (c) (i) Subject to receipt of an order of the Quebec Securities Commission , the issuances of the Corel Common Stock contemplated hereby will be exempt from the prospectus and registration requirements of the securities laws of each of the provinces of Nova Xxxxxx, Xxxxxx, Xxxxxxx, Xxxxxxx and British Columbia and no other documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations or regulatory authorities obtained under the securities laws of the provinces of Canada in respect of the issuance and deliver by Corel of the Corel Common Stock.

Non-Contravention; Approvals and Consents. (ai) The execution and delivery of this Agreement and the Partnership Agreement by each of Corel and Sub the undersigned do not, and the performance by each of Corel and Sub the undersigned of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel the undersigned or any of its Subsidiaries the undersigned's subsidiaries under, any of the terms, conditions or provisions of (i1) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Corel the undersigned or any of its Subsidiariessubsidiaries, or (ii2) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (bii) of this Section, (x) any laws existing on the date hereof or orders of any Governmental or Regulatory Authority applicable to Corel the undersigned or any of its Subsidiaries subsidiaries or any of their respective assets or properties properties, or (y) any Contracts to which Corel the undersigned or any of its Subsidiaries subsidiaries is a party or by which Corel the undersigned or any of its Subsidiaries subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub the undersigned to consummate the transactions contemplated by this Agreement. (bii) Except (i) for the filing of a premerger notification report by Corel under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Corel Disclosure Letteron Schedule 4(c) hereto, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel the undersigned or any of its Subsidiaries subsidiaries is a party or by which Corel the undersigned or any of its Subsidiaries subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement or the Partnership Agreement by each of Corel and Subthe undersigned, the performance by each of Corel and Sub the undersigned of its obligations hereunder or thereunder or the consummation by Corel of the transactions contemplated herebyhereby or thereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub the undersigned to consummate the transactions contemplated by this Agreement or the Partnership Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel and Sub do not, and the performance by each of Corel and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation amalgamation or bylaws (or other comparable charter documents) of Corel or any of its Subsidiaries, or (ii) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any laws or orders of any Governmental or Regulatory Authority applicable to Corel or any of its Subsidiaries or any of their respective assets or properties or (y) to the knowledge of Corel any Contracts to which Corel or any of its Subsidiaries is a party or by which Corel or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, payment or reimbursement obligations, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger notification report by Corel under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL with the Secretary of State and the filing of the Articles of Merger with the Texas Secretary of State under the TL and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada ActAct (Canada), (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Micrografx Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Corel Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority Authority, to the knowledge of Corel, or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel or any of its Subsidiaries is a party or by which Corel or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel and Sub, the performance by each of Corel and Sub of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could would not reasonably be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub to consummate the transactions contemplated by this Agreement. (i) The issuance of the Corel Common Stock and the Corel PRs will be exempt from the prospectus and registration requirements of the securities laws of the Province of Ontario and no other documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations or regulatory authorities obtained under the securities laws of the Province of Ontario in respect of the issuance and delivery by Corel of the Corel Common Stock or the Corel PRs. (ii) The issuance of the Corel Common Stock upon exercise of the Corel PRs will be exempt from the prospectus and registration requirements of the securities laws of the Province of Ontario and no other documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations or regulatory authorities obtained under the securities laws of the Province of Ontario in respect of the issuance and delivery by Corel of the Corel Common Stock provided that no commission or other remuneration is paid or given to others for the trade except for ministerial or professional services as for services performed by a registered dealer. (iii) No other documents will be required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the securities laws of the Province of Ontario in connection with the first trade of the Corel Common Stock issued at the Effective Time or the Corel Common Stock issued upon the exercise of the Corel PRs made through a registrant registered under the securities laws of the Province of Ontario who has complied with such applicable laws, provided that: (A) Corel is a reporting issuer as defined in the Securities Act (Ontario); (B) the vendor of such securities is not in a "special relationship" with Corel or, if so, the vendor has reasonable grounds for believing the Corporation is not in default of the Securities Act (Ontario) or the Regulation thereunder; (C) disclosure to the Ontario Securities Commission has been made of the exempt trade; (D) no unusual effort is made to prepare the market or to create a demand for the securities subject to such trade and no extraordinary commission or consideration is paid in respect of such trade; and (E) such trade is not a "control person distribution" (as defined in Ontario Securities Commission Rule 14-501).

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel Lynx and Sub do not, and the performance by each of Corel Lynx and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel Lynx or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Corel Lynx or any of its Subsidiaries, or (ii) subject to the obtaining of the Corel Lynx Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any laws or orders of any Governmental or Regulatory Authority applicable to Corel Lynx or any of its Subsidiaries or any of their respective assets or properties properties, or (y) any Contracts to which Corel Lynx or any of its Subsidiaries is a party or by which Corel Lynx or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel Lynx and its Subsidiaries taken as a whole or on the ability of Corel Lynx and Sub to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger notification report by Corel Lynx under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate Articles of Merger and other appropriate merger documents required by the DL MBCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of the TSE The Toronto Stock Exchange in respect of the Corel Lynx Common Stock to be issued in the Merger and upon the exercise of the Inprise Grizzly Options to be assumed by Corel Lynx by reason of the Merger and the listing of such Corel Lynx Common Stock on such stock exchanges, (vi) such filings as are required to be made and exemption rulings or orders as are required to be obtained under the Canada Ontario Business Corporations Act or Business Corporations Act, c.B-9.1, Statutes of New Brunswick, 1981, or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Corel Lynx Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel Lynx or any of its Subsidiaries is a party or by which Corel Lynx or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel Lynx and Sub, the performance by each of Corel Lynx and Sub of its obligations hereunder or the consummation by Corel Lynx of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel Lynx and its Subsidiaries taken as a whole or on the ability of Corel Lynx and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel Parent and Sub do not, and the performance by each of Corel Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Corel Parent or any of its 22 29 Subsidiaries, or (ii) subject to the obtaining of the Corel ShareholdersParent Stockholders' Approval and the taking of the actions described in paragraph (b) of this SectionSection , (x) any laws Laws or orders Orders of any Governmental or Regulatory Authority applicable to Corel Parent or any of its Subsidiaries or any of their respective assets or properties properties, or (y) any Contracts to which Corel Parent or any of its Subsidiaries is a party or by which Corel Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel Parent and its Subsidiaries taken as a whole or on the ability of Corel Parent and Sub to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger notification report by Corel Parent under the HSR Act, (ii) for the filing of the Proxy Statement and Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and any state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Corel Parent Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law Law or order Order of any Governmental or Regulatory Authority or any Contract to which Corel Parent or any of its Subsidiaries is a party or by which Corel Parent or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel Parent and Sub, the performance by each of Corel Parent and Sub of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel Parent and its Subsidiaries taken as a whole or on the ability of Corel Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel and Sub Purchaser do not, and the performance by each of Corel and Sub Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel Purchaser or any of its Purchaser’s Subsidiaries under, any of the terms, conditions or provisions of (i) the organizational documents of Purchaser or the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Corel or any of its Purchaser’s Subsidiaries, or (ii) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any laws existing on the date hereof or orders of any Governmental or Regulatory Authority applicable to Corel Purchaser or any of its Purchaser’s Subsidiaries or any of their respective assets or properties properties, or (y) any Contracts to which Corel Purchaser or any of its Purchaser’s Subsidiaries is a party or by which Corel Purchaser or any of its Purchaser’s Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub Purchaser to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger notification report by Corel under the HSR ActNotification and Report, (ii) for (x) the filing approval of, or the making of a public interest determination by, the PUCT under Texas law, to the extent required by the Texas Public Utility Regulatory Act and for (y) the approval of the Registration Statement with the SEC pursuant NMPRC under New Mexico law, to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement extent required by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this AgreementNew Mexico Public Utility Act, (iii) for the filing approval of the Certificate FERC pursuant to an application made under Section 203, and any other pertinent section of Merger and other appropriate merger documents required by or regulation under the DL with Power Act or an order of the Secretary of State and appropriate documents with FERC under the relevant authorities of other states in which the Constituent Corporations are qualified to do businessPower Act disclaiming jurisdiction over this Agreement, (iv) for an approval order of the SEC under section 9(a)(2) of PUHCA and otherwise under PUHCA as may be required under applicable requirements to effect the Transaction and issue securities to provide funding for the repayment of the Competition Act (Canada) Credit Agreement and the Investment Canada Actredemptions contemplated by Section 6.07 (collectively, the “Overall Transaction”), (v) as may be required by for the by-laws, rules, regulations or policies approval of the TSE in respect FCC on the application for transfer of control of the Corel Common Stock to be issued in the Merger and upon the exercise Company’s licenses under Section 310(d) of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities lawsCommunications Act, and (viivi) as disclosed in Section 4.04 4.05 of the Corel Purchaser Disclosure LetterSchedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel Purchaser or any of its Subsidiaries is a party or by which Corel Purchaser or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel and SubPurchaser, the performance by each of Corel and Sub Purchaser of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub Purchaser to consummate the transactions contemplated by this Agreement. (c) In connection with its becoming the holding company for Public Service Company of New Mexico (“PNM”), Purchaser and PNM became subject to the order dated June 28, 2001, as amended December 18, 2001 (collectively, the “Holding Company Order”) of the NMPRC under which Purchaser and PNM each made a number of commitments concerning, among other things, Purchaser’s activities. Such commitments, individually and in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement. Purchaser has previously delivered or made available to the Selling Shareholder a correct and complete copy of the Holding Company Order. Neither Purchaser nor PNM have made further commitments concerning Purchaser’s activities that would have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement. (d) As disclosed in Purchaser SEC Reports (as defined below), Purchaser has been advised by the Office of Public Utility Regulation of the SEC that it should file to become a registered holding company under PUHCA. Purchaser has announced that it will comply with that determination. Purchaser presently expects that it will effect its registration under section 5(a) of PUHCA not later than December 31, 2004. Until such registration is effected, Purchaser is exempt from all provisions (other than section 9(a)(2)) of the requirements of PUHCA, pursuant to the provisions of section 3(a)(1) in accordance with Rule 2 of the SEC under PUHCA.

Non-Contravention; Approvals and Consents. (ai) The execution and delivery of this Agreement by each of Corel and Sub Acquisition do not, and the performance by each of Corel and Sub Acquisition of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon on any of the assets or properties of Corel or any of its Subsidiaries Acquisition under, any of the terms, conditions or provisions of (ix) the certificates or articles certificate of incorporation or bylaws (or other comparable charter documents) By-laws of Corel or any of its Subsidiaries, Acquisition or (iiy) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (bii) of this SectionSection 4.02(d), (xA) any laws Laws or orders Orders of any Governmental or Regulatory Authority applicable to Corel Acquisition or any of its Subsidiaries or any of their respective assets or properties properties, or (yB) any Contracts to which Corel or any of its Subsidiaries Acquisition is a party or by which Corel Acquisition or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (xA) and (yB) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens whichLiens, which individually or in the aggregate, could not be reasonably expected to have a material adverse effect Material Adverse Effect on Corel and its Subsidiaries taken as a whole Acquisition or on the ability of Corel and Sub Acquisition to consummate the transactions contemplated by this Agreement. (bii) Except (ix) for the filing of a premerger notification report by Corel under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iiiy) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, business and (viiz) as disclosed in Section 4.04 of the Corel Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel or any of its Subsidiaries is a party or by which Corel or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel and Sub, the performance by each of Corel and Sub of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole or on the ability of Corel and Sub to consummate the transactions contemplated by this Agreement.Schedule 4.02

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Corel Parent and Merger Sub do not, and the performance by each of Corel Parent and Merger Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Corel Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates memorandum or articles of incorporation association or bylaws by-laws (or other comparable charter documents) of Corel Parent or any of its Subsidiaries, Material Subsidiaries or (ii) subject to the obtaining of the Corel Parent Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any laws or orders of any Governmental or Regulatory Authority applicable to Corel Parent or any of its Subsidiaries or any of their respective assets or properties properties, or (y) any Contracts to which Corel Parent or any of its Subsidiaries is a party or by which Corel Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole Parent Material Adverse Effect or on prevent, materially impair or materially delay the ability of Corel Parent and Merger Sub to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger pre-merger notification report by Corel Parent under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DL DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of for the Competition Act (Canada) filings with, notices to, and approvals of, the UKLA and the Investment Canada Act, LSE and (v) as may be required by the by-laws, rules, regulations or policies of the TSE in respect of the Corel Common Stock to be issued in the Merger and upon the exercise of the Inprise Options to be assumed by Corel by reason of the Merger and the listing of such Corel Common Stock on such stock exchanges, (vi) such filings as are required to be made under the Canada Business Corporations Act or under Canadian securities laws, and (vii) as disclosed in Section 4.04 5.4(b) of the Corel Parent Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Corel Parent or any of its Subsidiaries is a party or by which Corel Parent or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Corel Parent and Merger Sub, the performance by each of Corel Parent and Merger Sub of its obligations hereunder or the consummation by Corel of the transactions contemplated hereby, hereby other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not reasonably be reasonably expected to have a material adverse effect on Corel and its Subsidiaries taken as a whole Parent Material Adverse Effect or on prevent, materially impair or materially delay the ability of Corel Parent and Merger Sub to consummate the transactions contemplated by this Agreement.