Common use of Litigation and Compliance Clause in Contracts

Litigation and Compliance. (a) There are no proceedings or Governmental investigations pending or, to the knowledge of HB2, threatened: (i) against or affecting HB2 or Blocker or with respect to or affecting any asset or property owned, leased or used by HB2 or Blocker; or (ii) which question or challenge the validity of this Agreement, the Business Combination or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination or the Amalgamation, except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2. (c) Neither HB2, nor any asset of HB2 is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 or which is reasonably likely to prevent HB2 from performing its obligations under this Agreement. (d) HB2 has duly filed or made all reports and returns required to be filed by it with any Governmental Authority and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably have a Material Adverse Effect on HB2.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations now in progress, pending or, to the knowledge of HB2CIVC, threatened: (i) against or affecting HB2 CIVC or Blocker CIVC Subco or with respect to or affecting any asset or property owned, leased or used by HB2 CIVC or BlockerCIVC Subco; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is CIVC aware of any basis for any such action, suit, claim, proceeding or investigation, except for actions, suits, claims or proceedings proceeding which would not, in the aggregate, have a Material Adverse Effect on HB2CIVC. (b) Except as otherwise disclosed to Red Pine, each Each of HB2 CIVC and Blocker CIVC Subco has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of CIVC or CIVC Subco, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2CIVC or CIVC Subco. (c) Neither HB2CIVC or CIVC Subco, nor any and no asset of HB2 CIVC or CIVC Subco, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 CIVC or CIVC Subco or which is reasonably likely to prevent HB2 CIVC or CIVC Subco from performing its respective obligations under this Agreement. (d) HB2 Each of CIVC and CIVC Subco has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably have a Material Adverse Effect on HB2CIVC or CIVC Subco.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of HB2Vireo, threatened: (i) against or affecting HB2 or Blocker Vireo or with respect to or affecting any asset or property owned, leased or used by HB2 or BlockerVireo; or (ii) which question or challenge the validity of this Agreement, or the Business Combination or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Business Combination or the Amalgamation, Combination; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2Vireo nor is Vireo aware of any basis for any such action, suit, claim, proceeding or investigation. (b) Except as otherwise disclosed Other than in respect of laws of the United States Federal government relating to Red Pinecannabis and its derivatives, each of HB2 and Blocker Vireo has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2Vireo. (c) Neither HB2Vireo, nor any asset of HB2 Vireo is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 Vireo or which is reasonably likely to prevent HB2 Vireo from performing its obligations under this Agreement. (d) HB2 Vireo has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably have a Material Adverse Effect on HB2Vireo.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of HB2Darien, threatened: (i) against or affecting HB2 or Blocker any Darien Group Member or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerany Darien Group Member; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is Darien aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Each Darien Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of the Darien Group, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2the Darien Group. (c) Neither HB2No Darien Group Member, nor any and no asset of HB2 any Darien Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 the Darien Group or which is reasonably likely to prevent HB2 Darien, B.C. Subco or US Subco from performing its respective obligations under this Agreement. (d) HB2 Each Darien Group Member has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of the Darien Group, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2the Darien Group.

Litigation and Compliance. ‌ (a) There Except as disclosed in the Disclosure Letter, to the best of GLC’s knowledge, there are no proceedings actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of HB2, or threatened: (i) against or affecting HB2 GLC or Blocker the GLC Subsidiaries or with respect to or affecting any asset or property owned, leased or used by HB2 GLC or Blockerthe GLC Subsidiaries; or (ii) which question or challenge the validity of this Agreement, the Business Combination or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination or the Amalgamation; nor is GLC aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red PineThere is not outstanding against GLC or the GLC Subsidiaries, each any judgment, decree, injunction, rule, order or award of HB2 any court, Governmental entity, commission, board, bureau, agency, or arbitrator. (c) Each of GLC and Blocker the GLC Subsidiaries has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2GLC. (cd) Neither HB2, GLC nor any asset of HB2 its assets, including the GLC Subsidiaries, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 GLC or which is reasonably likely to prevent HB2 GLC from performing its obligations under this Agreement. (de) HB2 To the best knowledge of GLC, each of GLC and the GLC Subsidiaries has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2GLC.

Litigation and Compliance. (a) There Other than as disclosed in writing to Schyan, there are no proceedings actions, suits, claims or Governmental proceedings, whether in equity or at Law or, any Government investigations pending or, to the knowledge Knowledge of HB2the Company, threatened: (i) against or affecting HB2 or Blocker the Company or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerthe Company; or (ii) which question or challenge the validity of this Agreement, or the Merger or the Business Combination or the Amalgamation Combination, or any action taken or to be taken pursuant to this Agreement, the Business Combination Merger or the Amalgamation, Business Combination; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2the Company. To the Knowledge of the Company, no fact or circumstance exists that is reasonably certain to form the basis for any such action, suit, claim, proceeding or investigation described in immediately preceding clauses (i) or (ii). (b) Except as otherwise disclosed to Red Pineprovided in Section 4.15(b), each of HB2 and Blocker has conducted and the Company is conducting its business in compliance with, and is not in default or violation under, and has not received written notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2the Company. (c) Neither HB2the Company, nor any asset of HB2 the Company is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 the Company or which is reasonably likely to prevent HB2 the Company from materially performing its obligations under this Agreement. (d) HB2 Since January 1, 2016, (i) the Company has duly filed or made all reports and returns required to be filed by it with any Governmental Government Authority and (ii) has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether GovernmentalGovernment, regulatory or otherwise) which are required in connection with its business and operationsoperations as currently conducted, except where the failure to do so has not had and would not reasonably have a Material Adverse Effect on HB2the Company.

Litigation and Compliance. (a) There are no proceedings material actions, suits, claims, grievances, complaints or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of HB2Tartisan, threatened: (i) against or affecting HB2 or Blocker Tartisan or with respect to or affecting any asset or property owned, leased or used by HB2 or BlockerTartisan; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation Arrangement or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the AmalgamationArrangement, except nor is Tartisan aware of any basis for actionsany such action, suitssuit, claims claim, proceeding, grievance, complaint or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Tartisan has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2Tartisan. (c) Neither HB2Tartisan, nor any asset of HB2 Tartisan is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 Tartisan or which is reasonably likely to prevent HB2 Tartisan from performing its obligations under this Agreement. (d) HB2 Tartisan has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably be expected to have a Material Adverse Effect on HB2Tartisan.

Litigation and Compliance. (a) There are no proceedings Proceedings or Governmental investigations pending or, to the knowledge of HB2Acreage, threatened: (i) against or affecting HB2 or Blocker Acreage or with respect to or affecting any asset or property owned, leased or used by HB2 or BlockerAcreage; or (ii) which question or challenge the validity of this Agreement, the Business Combination or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination or the Amalgamation, ; (iii) except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2Acreage. (b) Except as otherwise disclosed to Red Pineprovided in Section 10.4 of this Agreement, each of HB2 and Blocker Acreage has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2Acreage. (c) Neither HB2Acreage, nor any asset of HB2 Acreage is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 Acreage or which is reasonably likely to prevent HB2 Acreage from performing its obligations under this Agreement. (d) HB2 Acreage has duly filed or made all reports and returns required to be filed by it with any Governmental Authority and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably have a Material Adverse Effect on HB2Acreage.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of HB2, or threatened: (i) against or affecting HB2 or Blocker any Bridgeport Group Member or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerany Bridgeport Group Member; or (ii) which question or challenge the validity of this Agreement, Agreement or the Business Combination or the Amalgamation or any action taken or to be taken pursuant to this Agreement, Agreement or the Business Combination Combination; nor is Bridgeport aware of any basis for any such action, suit, claim, proceeding or the Amalgamation, except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Each Bridgeport Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses, assets or operationsoperations of the Bridgeport Group, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2the Bridgeport Group. (c) Neither HB2No Bridgeport Group Member, nor any and no asset of HB2 any Bridgeport Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 the Bridgeport Group or which is reasonably likely to prevent HB2 Bridgeport from performing its obligations under this Agreement. (d) HB2 Each Bridgeport Group Member has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of the Bridgeport Group, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2the Bridgeport Group.

Litigation and Compliance. (a) There Except as to the matters described in Schedule 3.06(a) to the Zemex Disclosure Letter, there are no proceedings actions, suits, claims or proceedings, whether in equity or at law, by any Person or any investigations by any Governmental investigations Entity, pending or, to the knowledge of HB2Zemex, threatened: (i) against or affecting HB2 or Blocker any Zemex Group Member or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerany Zemex Group Member; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation any other Transaction Document or any action taken or to be taken pursuant to this Agreement, the Business Combination hereto or the Amalgamation, except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2thereto. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Each Zemex Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses or operations of the Zemex Group, and any of its business properties or operationsfacilities, except for non-compliancenoncompliances, defaults and violations which would not, in the aggregate, be reasonably likely to have a Material Adverse Effect on HB2Effect, and each Zemex Group Member has duly filed or made all reports and returns required to be filed by it with any Governmental Entity except where the failure to do so has not had and would not be reasonably likely to have a Material Adverse Effect. (c) Neither HB2No Zemex Group Member, nor any and no asset of HB2 any Zemex Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 or which is reasonably likely to prevent HB2 Zemex from performing its obligations under this AgreementAgreement or any other Transaction Document. (d) HB2 has duly filed or made all reports and returns required to be filed by it with any Governmental Authority and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably have a Material Adverse Effect on HB2.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of HB2Graphite, threatened: (i) against or affecting HB2 or Blocker any Graphite Group Member or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerany Graphite Group Member; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is Graphite aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Each Graphite Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of the Graphite Group, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2the Graphite Group. (c) Neither HB2No Graphite Group Member, nor any and no asset of HB2 any Graphite Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 the Graphite Group or which is reasonably likely to prevent HB2 Graphite or Graphite Subco from performing its respective obligations under this Agreement. (d) HB2 Each Graphite Group Member has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of the Graphite Group, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2the Graphite Group.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or Governmental proceedings, whether in equity or at Law, or any Government investigations pending or, to the knowledge of HB2Metropolitan, threatened: (i) against or affecting HB2 Metropolitan or Blocker Subco, or with respect to or affecting any asset or property owned, leased or used by HB2 or BlockerMetropolitan; or (ii) which question or challenge the validity of this Agreement, the Merger or the Business Combination or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Merger or the AmalgamationBusiness Combination; nor is Metropolitan aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Metropolitan has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its the business or operationsoperations of Metropolitan, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2Metropolitan. (c) Neither HB2Metropolitan nor Subco, nor any and no asset of HB2 Metropolitan or Subco, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 Metropolitan or which is reasonably likely to prevent HB2 either Metropolitan or Subco from performing its obligations under this Agreement. (d) HB2 Each of Metropolitan and Subco has duly filed or made all reports and returns required to be filed by it with any Governmental Government Authority and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether GovernmentalGovernment, regulatory or otherwise) which are required in connection with its the business and operationsoperations of Metropolitan, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2Metropolitan. (e) Metropolitan is in material compliance with all of the policies of the NEX Board.

Litigation and Compliance. (a) There Except as set out in Section 3.10 of the Bison Disclosure Letter, there are no proceedings actions, suits, claims, grievances, complaints or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of HB2Bison, threatened: (i) against or affecting HB2 or Blocker Bison or with respect to or affecting any asset or property owned, leased or used by HB2 or BlockerBison; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation Arrangement or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the AmalgamationArrangement; nor is Bison aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding, grievance, complaint or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Bison has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2Bison. (c) Neither HB2Bison, nor any asset of HB2 Bison is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 Bison or which is reasonably likely to prevent HB2 Bison from performing its obligations under this Agreement. (d) HB2 Bison has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably be expected to have a Material Adverse Effect on HB2Bison.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of HB2Bayswater, threatened: (i) against or affecting HB2 or Blocker any Bayswater Group Member or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerany Bayswater Group Member; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is Bayswater aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Each Bayswater Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of the Bayswater Group, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2the Bayswater Group. (c) Neither HB2No Bayswater Group Member, nor any and no asset of HB2 any Bayswater Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 the Bayswater Group or which is reasonably likely to prevent HB2 Bayswater or Bayswater Subco from performing its respective obligations under this Agreement. (d) HB2 Each Bayswater Group Member has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of the Bayswater Group, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2the Bayswater Group.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of HB2Molystar, threatened: (i) against or affecting HB2 or Blocker any Molystar Group Member or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerany Molystar Group Member; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is Molystar aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Each Molystar Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of the Molystar Group, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2the Molystar Group. (c) Neither HB2No Molystar Group Member, nor any and no asset of HB2 any Molystar Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 the Molystar Group or which is reasonably likely to prevent HB2 Molystar, B.C. Subco or US Subco from performing its respective obligations under this Agreement. (d) HB2 Each Molystar Group Member has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of the Molystar Group, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2the Molystar Group.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or Governmental proceedings, whether in equity or at law or, any governmental investigations pending or, to the knowledge of HB2Rambler, threatened: (i) against or affecting HB2 Rambler or Blocker any of its Subsidiaries, any officer or director of thereof in their capacity as an officer or director of thereof, or with respect to or affecting any asset or property owned, leased or used by HB2 Rambler or Blockerany of its Subsidiary; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is Rambler aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 Rambler and Blocker has its Subsidiaries have conducted and is are conducting its business the Rambler Business in compliance with, and is not in default or violation under, under and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or and operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Rambler Material Adverse Effect on HB2Effect. (c) Neither HB2None of Rambler, nor any of its Subsidiaries, or any asset of HB2 Rambler or any of its Subsidiaries is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Rambler Material Adverse Effect on HB2 or which is reasonably likely to prevent HB2 Rambler or Subco from performing its obligations under this Agreement. (d) HB2 Rambler has duly filed or made all reports and returns required to be filed by it with any Governmental Authority and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmentalgovernmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably be expected to have a Rambler Material Adverse Effect Effect. (e) Rambler is in material compliance with all policies and requirements of the TSX-V and the AIM Rules, and has not carried on HB2any business or activities except as permitted thereby.

Litigation and Compliance. (a) There ‎There are no proceedings actions, suits, claims or Governmental proceedings, whether in equity or at law or, any ‎Governmental investigations pending or, to the knowledge of HB2Bismark‎, threatened:threatened:‎ (i) against or affecting HB2 or Blocker Bismark‎ or with respect to or affecting any asset or property owned, leased ‎leased or used by HB2 or BlockerBismark‎; or (ii) which question or challenge the validity of this Agreement, or the Business Combination or the Amalgamation ‎Combination or any action taken or to be taken pursuant to this Agreement, ‎or the Business Combination or the Amalgamation, Combination;‎ except for actions, suits, claims or proceedings which would not, in the aggregate, have ‎have a Material Adverse Effect on HB2.Bismark‎ nor is Bismark‎ aware of any basis for any ‎such action, suit, claim, proceeding or investigation.‎ (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Bismark‎ has conducted and is conducting its business in compliance ‎compliance with, and is not in default or violation under, and has not received notice asserting ‎asserting the existence of any default or violation under, any Law applicable to its business ‎business or operations, except for non-compliance, defaults and violations which would ‎would not, in the aggregate, have a Material Adverse Effect on HB2.Bismark‎.‎ (c) Neither HB2‎Neither Bismark‎, nor any asset of HB2 Bismark‎ is subject to any judgment, order or decree entered ‎entered in any lawsuit or proceeding which has had, or which is reasonably likely to have‎have, a Material Adverse Effect on HB2 Bismark‎ or which is reasonably likely to prevent HB2 ‎Bismark‎ from performing its obligations under this Agreement.Agreement.‎ (d) HB2 ‎Bismark‎ has duly filed or made all reports and returns required to be filed by it with any Governmental Authority ‎any Government and has obtained all permits, licenses, consents, approvals, certificates‎certificates, registrations and authorizations (whether Governmental, regulatory or otherwise‎otherwise) which are required in connection with its business and operations, except where the failure to ‎to do so has not had and would not reasonably have a Material Adverse Effect on HB2.Bismark‎.‎

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of HB2PTI, threatened: (i) against or affecting HB2 or Blocker PTI or with respect to or affecting any asset or property owned, leased or used by HB2 or BlockerPTI; or (ii) which question or challenge the validity of this Agreement, the Business Combination or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination or the Amalgamation, ; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2PTI; nor is PTI aware of any basis for any such action, suit, claim, proceeding or investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker PTI has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-non- compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2PTI. (c) Neither HB2PTI, nor any asset of HB2 PTI is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 PTI or which is reasonably likely to prevent HB2 PTI from performing its obligations under this Agreement. (d) HB2 PTI has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably have a Material Adverse Effect on HB2PTI.

Litigation and Compliance. (a) There Except as otherwise disclosed, there are no proceedings actions, suits, claims, grievances, complaints or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of HB2Buena Vista, threatened: (i) against or affecting HB2 or Blocker Buena Vista or with respect to or affecting any asset or property owned, leased or used by HB2 or BlockerBuena Vista; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation Arrangement or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the AmalgamationArrangement; nor is Buena Vista aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding, grievance, complaint or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Buena Vista has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-non- compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2Buena Vista. (c) Neither HB2Buena Vista, nor any asset of HB2 Buena Vista is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 Buena Vista or which is reasonably likely to prevent HB2 Buena Vista from performing its obligations under this Agreement. (d) HB2 Buena Vista has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably be expected to have a Material Adverse Effect on HB2Buena Vista.

Litigation and Compliance. (a) There are no proceedings actions, suits, Claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of HB2Camex’s knowledge, pending or threatened: (i) against or affecting HB2 Camex or Blocker the Camex Subsidiary or with respect to or affecting any asset or property owned, leased or used by HB2 Camex or Blockerthe Camex Subsidiary; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is Camex aware of any basis for any such action, except for actionssuit, suitsClaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 Camex and Blocker the Camex Subsidiary has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of the Camex Group, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2.Camex or the Camex Subsidiary (c) Neither HB2None of Camex or the Camex Subsidiary, nor any and no asset of HB2 Camex or the Camex Subsidiary, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 Camex or the Camex Subsidiary or which is reasonably likely to prevent HB2 Camex from performing its obligations under this Agreement. (d) HB2 Camex and the Camex Subsidiary has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of Camex or the Camex Subsidiary, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2Camex or the Camex Subsidiary. Each Authorization is valid, subsisting, in full force and effect, enforceable in accordance with its terms in good standing and neither Camex nor the Camex Subsidiary is in material default or breach of any Authorization. There are no Claims pending, or to the knowledge of Camex, threatened to revoke, or limit any Authorization. (e) Neither Camex nor the Camex Subsidiary nor, to the knowledge of Camex, any director, officer, agent, employee, affiliate or other Person acting on behalf of Camex or the Camex Subsidiary is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation by any such Person of the CFPOA, FCPA, including any offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything 010017000-00145797; 2 22 of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. Camex and the Camex Subsidiary have conducted its business in compliance with the CFPOA and the FCPA and has instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance with the CFPOA and FCPA. (f) The operations of Camex and the Camex Subsidiary are and have been conducted at all times in compliance with applicable Money Laundering Laws and no Claim by or before any Governmental entity involving Camex or the Camex Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of Camex, threatened.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of HB2RockBridge, threatened: (i) against or affecting HB2 or Blocker any RockBridge Group Member or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerany RockBridge Group Member; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is RockBridge aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Each RockBridge Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of the RockBridge Group, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2the RockBridge Group. (c) Neither HB2No RockBridge Group Member, nor any and no asset of HB2 any RockBridge Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 the RockBridge Group or which is reasonably likely to prevent HB2 RockBridge or RockBridge Subco from performing its respective obligations under this Agreement. (d) HB2 Each RockBridge Group Member has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of the RockBridge Group, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2the RockBridge Group.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of HB2Bayswater, threatened: (i) against or affecting HB2 or Blocker any Bayswater Group Member or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerany Bayswater Group Member; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is ▇▇▇▇▇▇▇▇▇ aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Each Bayswater Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of the Bayswater Group, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2the Bayswater Group. (c) Neither HB2No Bayswater Group Member, nor any and no asset of HB2 any Bayswater Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 the Bayswater Group or which is reasonably likely to prevent HB2 Bayswater or Bayswater Subco from performing its respective obligations under this Agreement. (d) HB2 Each Bayswater Group Member has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of the Bayswater Group, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2the Bayswater Group.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of HB2Fortify, threatened: (i) against or affecting HB2 or Blocker any Fortify Group Member or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerany Fortify Group Member; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is Fortify aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Each Fortify Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of the Fortify Group, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2the Fortify Group. (c) Neither HB2No Fortify Group Member, nor any and no asset of HB2 any Fortify Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 the Fortify Group or which is reasonably likely to prevent HB2 Fortify or Fortify Subco from performing its respective obligations under this Agreement. (d) HB2 Each Fortify Group Member has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of the Fortify Group, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2the Fortify Group.

Litigation and Compliance. (a) There To the knowledge of DVI, there are no proceedings actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of HB2DVI, threatened: (i) against or affecting HB2 or Blocker DVI or with respect to or affecting any asset or property owned, leased or used by HB2 or BlockerDVI; or (ii) which question or challenge the validity of this Agreement, the Business Combination or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination or the Amalgamation; nor is DVI aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker DVI has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliancenoncompliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2DVI. (c) Neither HB2DVI, nor any asset of HB2 DVI is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 DVI or which is reasonably likely to prevent HB2 DVI from performing its obligations under this Agreement. (d) HB2 DVI has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2DVI.

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or Governmental proceedings, whether in equity or at law, or any ‎Governmental investigations pending or, to the knowledge of HB2VON Acquisition, threatened:threatened:‎ (i) against or affecting HB2 or Blocker any VON Acquisition Group Member or with respect to or affecting any asset ‎asset or property owned, leased or used by HB2 or Blockerany VON Acquisition Group Member; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any ‎any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation‎Amalgamation;‎ nor is VON Acquisition aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2.‎investigation.‎ (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker Each VON Acquisition Group Member has conducted and is conducting its business in compliance ‎compliance with, and is not in default or violation under, and has not received notice asserting ‎asserting the existence of any default or violation under, any Law applicable to its business the ‎businesses or operationsoperations of the VON Acquisition Group, except for non-compliance, defaults and defaults, ‎and violations which would not, in the aggregate, have a Material Adverse Effect on HB2.‎the VON Acquisition Group.‎ (c) Neither HB2‎No VON Acquisition Group Member, nor any and no asset of HB2 any VON Acquisition Group Member, is subject to any ‎any judgment, order or decree entered in any lawsuit or proceeding which has had, or ‎or which is reasonably likely to have, a Material Adverse Effect on HB2 or the VON Acquisition Group ‎or which is reasonably likely to prevent HB2 VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇ or US Subco from performing ‎performing its respective obligations under this Agreement.Agreement.‎ (d) HB2 Each VON Acquisition Group Member has duly filed or made all reports and returns required to ‎to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents‎consents, approvals, certificates, registrations and authorizations (whether Governmental‎Governmental, regulatory or otherwise) which are required in connection with its business the ‎business and operationsoperations of the VON Acquisition Group, except where the failure to do so has not ‎not had and would will not reasonably have a Material Adverse Effect on HB2.the VON Acquisition Group.‎

Litigation and Compliance. (a) There are no proceedings actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of HB2LVI, threatened: (i) against or affecting HB2 or Blocker any LVI or with respect to or affecting any asset or property owned, leased or used by HB2 or BlockerLVI; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation; nor is LVI aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 and Blocker LVI has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of LVI, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on HB2LVI and except for the failure to hold an annual general meeting in 2017 in accordance with the BCBCA. (c) Neither HB2LVI is not, nor any and no asset of HB2 is LVI is, subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 LVI or which is reasonably likely to prevent HB2 LVI from performing its obligations under this Agreement. (d) HB2 LVI has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of LVI, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2LVI.

Litigation and Compliance. (a) There Except as to the matters described in Section 2.6(a) of the Tenke Disclosure Letter there are no proceedings actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of HB2, or threatened: (i) against or affecting HB2 or Blocker any Tenke Group Member or with respect to or affecting any asset or property owned, leased or used by HB2 or Blockerany Tenke Group Member; orand (ii) which question or challenge the validity of this Agreement, the Business Combination any other Transaction Document or the Amalgamation Arrangement or any action taken or to be taken pursuant to this Agreement, the Business Combination any other Transaction Document or the AmalgamationArrangement; nor is Tenke aware of any basis for any such action, except for actionssuit, suitsclaim, claims proceeding or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2investigation. (b) Except as otherwise disclosed to Red Pine, each of HB2 Tenke and Blocker has Tenke Holdings have conducted and is are conducting its business their respective businesses in compliance with, and is are not in default or violation under, and has have not received notice asserting the existence of any default or violation under, any Law applicable to its business their respective businesses or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2Effect. (c) Neither HB2Except as described in Section 2.6(c) of the Tenke Disclosure Letter, neither Tenke nor Tenke Holdings nor any asset of HB2 their respective assets, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 Tenke or Tenke Holdings or which is reasonably likely to prevent HB2 Tenke from performing its obligations under this AgreementAgreement or any other Transaction Document. (d) HB2 Except as described in Section 2.6(d) of the Tenke Disclosure Letter, Tenke has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would will not reasonably have a Material Adverse Effect on HB2Tenke.

Litigation and Compliance. (a) There are no proceedings material actions, suits, claims, grievances, complaints or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of HB2Klondex, threatened:: WSLEGAL\070635\00045\17685888v14 (i) against or affecting HB2 or Blocker Klondex or with respect to or affecting any asset or property owned, leased or used by HB2 or BlockerKlondex; or (ii) which question or challenge the validity of this Agreement, the Business Combination Agreement or the Amalgamation Arrangement or any action taken or to be taken pursuant to this Agreement, the Business Combination Agreement or the Amalgamation, except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on HB2Arrangement. (b) Except Other than as otherwise disclosed to Red Pinein the Klondex Public Documents, each of HB2 and Blocker Klondex has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on HB2Klondex. (c) Neither HB2Klondex, nor any asset of HB2 Klondex is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on HB2 Klondex or which is reasonably likely to prevent HB2 Klondex from performing its obligations under this Agreement. (d) HB2 Klondex has duly filed or made all reports and returns required to be filed by it with any Governmental Authority Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably be expected to have a Material Adverse Effect on HB2Klondex.