Regulatory Approvals and Authorizations. To the knowledge of the Corporation: (i) each of the Corporation and the Subsidiaries has conducted, and is conducting, its business in compliance in all material respects with all applicable laws, rules, regulations, legislation, regulations or by-laws or other lawful requirements of any governmental or regulatory bodies of each jurisdiction in which it carries on business or holds assets, including activities relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance ("Hazardous Substances") or the licensing thereof ("Environmental Laws"); (ii) the Corporation and the Subsidiaries, as applicable, hold all material licenses, registrations, permits, authorities and qualifications in all jurisdictions in which it carries on its business or holds assets which are necessary to carry on its business as now conducted and as presently proposed to be conducted; and (iii) all such licenses, registrations, permits, authorities and qualifications of the Corporation or the Subsidiaries, as applicable, are valid and existing and in good standing and none of such licenses, registrations, permits, authorities or qualifications contains any burdensome term, provision, condition or limitations which has or is likely to have any Material Adverse Effect. The Corporation has not received notice of non-compliance, or notice of any proceedings relating to the revocation or modification, of any such licenses, registrations, permits, authorities or qualifications which, if the subject of an unfavourable decision, ruling or finding, would have a Material Adverse Effect. The Corporation has not received any notice of, or been prosecuted for, an offence alleging non-compliance with any Environmental Laws, and the Corporation has not settled any allegation of non-compliance, and there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation or the Subsidiaries, nor has the Corporation received notice of any of the same;
Regulatory Approvals and Authorizations. Novamind and each Novamind Subsidiary has conducted, and is conducting, its business in compliance in all material respects with all applicable Laws, including but not limited to rules, regulations, legislation, regulations or by-laws or other lawful requirements of any Governmental Entity, of each jurisdiction in which it carries on business or holds assets, including the CDSA and the US Medical Product and Clinical Trial Laws; (ii) Novamind and the Novamind Subsidiaries, as applicable, hold all material Permits, including but not limited to licences, registrations, permits, consents, clearances, approvals, exemptions, authorizations, and qualifications (collectively, the “Governmental Licences”), issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by it in all jurisdictions in which each carries on its business or holds assets which are necessary to carry on its business as now conducted and as presently proposed to be conducted; (iii) all such Government Licences are valid and existing, in full force and effect, and in good standing; (iv) neither Novamind nor any Novamind Subsidiary is in material default with respect to filings to be effected or conditions to be fulfilled in order to maintain such Governmental Licences in good standing; and (v) Novamind and the Novamind Subsidiaries are in material compliance with the terms and conditions of all such Governmental Licences. Neither Novamind nor any Novamind Subsidiary has received notice of non-compliance, or notice of any proceedings relating to the revocation, suspension, termination or modification, of any such Governmental Licences. Neither Novamind nor any Novamind Subsidiary has received any correspondence or notice from Health Canada, the Food and Drug Administration or any other Governmental Entity alleging or asserting material noncompliance with any applicable laws. The Arrangement will not require Novamind or the Novamind Subsidiaries to obtain any new Governmental Licences, or to the knowledge of Novamind, have any adverse impact on the Governmental Licences.
