Common use of Consents, Approvals and Conflicts Clause in Contracts

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common Shares, the execution and delivery of this Agreement, the compliance by the Corporation with the provisions of this Agreement or the consummation of the transactions contemplated herein and therein including, without limitation and the issue of the Purchased Common Shares to the Subscriber for the consideration and upon the terms and conditions as set forth herein do or will: (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under Securities Laws and the policies of the Stock Exchange and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any agreement or instrument to which the Corporation or any of its Subsidiaries is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporation, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of its Subsidiaries which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries .

Consents, Approvals and Conflicts. None of the offering and sale of ------------------------------------ the Purchased Common SharesSecurities, the execution and delivery of this Subscription Agreement, the compliance by the Corporation with the provisions of this Subscription Agreement or the consummation of the transactions contemplated herein and therein including, without limitation limitation, the incurring of Resource Expenses and the issue of the Purchased Common Shares Securities to the Subscriber for the consideration and upon the terms and conditions as set forth herein herein, do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under Securities Laws applicable securities laws, instruments, rules and policies and the policies of the Stock Exchange and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) to the best of the knowledge of the Corporation, conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or (iii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any agreement or instrument to which the Corporation or any of its Subsidiaries is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or any Subsidiary, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any Subsidiary or any of its Subsidiaries the properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries Subsidiary.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesOffered Units, the execution and delivery of this Agreement, the Warrant Indenture or the Prospectus, the compliance by the Corporation with the provisions of this Agreement or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Shares to the Subscriber for the consideration and Offered Units upon the terms and conditions as set forth herein herein, do or will: will (i) subject to compliance by the Agent with the provisions of this Agreement, require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Personperson, except (A) such as have been been, or will by the Closing Date, be obtained, or (B) such as may be required under the Securities Laws of any of the Qualifying Jurisdictions and the policies of the Stock Exchange CSE and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its the Subsidiaries is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its the Subsidiaries or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or the Subsidiaries, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or the Subsidiaries or any of its Subsidiaries the properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries Material Adverse Effect.

Consents, Approvals and Conflicts. None of the offering Offering and sale of the Purchased Common SharesOffered Securities, the execution and delivery of this AgreementAgreement or the Ancillary Documents, the compliance by the Corporation with the provisions of this Agreement and the Ancillary Documents or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Shares Offered Securities to the Subscriber Purchasers for the consideration and upon the terms and conditions as set forth herein herein, do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange and will be obtained by the First Tranche Closing Date, and if applicableprovided that, in the case of the Stock Exchange, the Second Tranche conditional acceptance of the Offering will be obtained by the Closing Date with the final acceptance of the Stock Exchange of the Offering to be obtained as soon as practicable after the Closing Date; , or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries Material Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries Material Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or any Material Subsidiary, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of its Subsidiaries the properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries Material Subsidiary.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesOffered Securities, the execution and delivery of this AgreementAgreement or the Ancillary Documents, the compliance by the Corporation with the provisions of this Agreement and the Ancillary Documents or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue issuance of the Purchased Common Shares Offered Securities to the Subscriber Purchasers for the consideration and upon the terms and conditions as set forth herein and the issuance of the Warrant Shares for the consideration and upon the terms and conditions set forth in the Warrant Certificates, do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or ; (B) such as may be required under the Securities Laws and the policies of the Stock Exchange Offering Jurisdictions and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (C) such as the failure to obtain would not reasonably be expected to result in a Material Adverse Effect, or (ii) conflict with or result in any breach or violation of any of the material provisions of, or constitute a material default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries Subsidiary is a party or by which any of them or any of the their respective properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or any Subsidiary, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of its Subsidiaries which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation Subsidiary or any of its Subsidiaries their respective properties or assets which would be reasonably expected to result in a Material Adverse Effect.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common Shares, the execution and delivery of this Agreement, the execution and delivery of the Investor Rights Agreement, the compliance by the Corporation with and performance of its obligations under the provisions of this Agreement and the Investor Rights Agreement or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Shares to the Subscriber for the consideration and upon the terms and conditions as set forth herein do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration registration, filing or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Personperson, except (A) such as have been obtained, or (B) such as may be required under Securities Laws and the policies of the Stock Exchange TSX and will be obtained by the First Tranche Transaction Closing DateDate and such consent of SQM Potassium SA as may be required under the Shareholders Agreement, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under or create a state of facts which, after notice or lapse of time or both, will result in any breach or violation of or default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the notice of articles, articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or any Subsidiary, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any Subsidiary or any of its Subsidiaries the properties or assets thereof, which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries Material Adverse Effect.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesSecurities, the creation and issuance of the Broker Warrants, the execution and delivery of this AgreementAgreement or the Prospectus, the compliance by the Corporation with the provisions of this Agreement or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Shares Securities and the Broker Warrants to the Subscriber Underwriter for the consideration and upon the terms and conditions as set forth herein do or will: herein, does not (i) subject to compliance by the Underwriter with the provisions of this Agreement, require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been been, or will by the Closing Date, be obtained, or (B) such as may be required under the Securities Laws of any of the Qualifying Jurisdictions and the policies of the Stock Exchange TSX and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries the Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-by- laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries the Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or the Subsidiary, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or the Subsidiary or any of its Subsidiaries the properties or assets thereof which could would reasonably be expected to have a material adverse effect Material Adverse Effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries the Subsidiary.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesSecurities, the creation and issuance of the Underlying Securities, the execution and delivery of this AgreementAgreement or the Prospectus, the compliance by the Corporation with the provisions of this Agreement or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Shares to Securities and of the Subscriber for the consideration and Underlying Securities upon the terms and conditions as set forth herein do or will: herein, does not (i) subject to compliance by the Agent with the provisions of this Agreement, require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been been, or will by the Closing Date, be obtained, or (B) such as may be required under the Securities Laws of any of the Qualifying Jurisdictions and the policies of the Stock Exchange TSX and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries the Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries the Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or the Subsidiary, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or the Subsidiary or any of its Subsidiaries the properties or assets thereof which could would reasonably be expected to have a material adverse effect Material Adverse Effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries the Subsidiary.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesOffered Securities or the issue of the Compensation Options, the issuance of the Compensation Shares on the exercise of the Compensation Options, the execution and delivery of this Agreement, the compliance by the Corporation Company with the provisions of this Agreement or the consummation of the transactions contemplated herein and therein includingor therein, without limitation and the issue of the Purchased Common Shares to the Subscriber for the consideration and upon all in accordance with the terms and conditions as set forth herein of this agreement, do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Personperson, except (A) such as have been obtained, or (B) such as may be required under Applicable Securities Laws and the policies of the Stock Exchange and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) to the best of the knowledge of the Company, conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company is a party or by which it or any of the properties or assets thereof is bound, or (iii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any agreement the notice of articles or instrument to which the Corporation or any of its Subsidiaries is a party or by which any of them or any articles of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries Company or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCompany, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Corporation Company or any of its Subsidiaries the properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations operations, taken as a whole, of the Corporation or any of its Subsidiaries Company.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesSecurities, the execution and delivery of this AgreementAgreement or of the Warrant Certificates, the compliance by the Corporation with the provisions of this Agreement and the Warrant Certificates or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Unit Shares and the Warrants to the Subscriber Newmont for the consideration and upon the terms and conditions as set forth herein and the issue of the Warrant Shares for the consideration and upon the terms and conditions set forth in the Warrant Certificate, do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under Securities Laws and the policies of the Stock Exchange Exchanges and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document documents of the Corporation or any of its Subsidiaries Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or any Subsidiary, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any Subsidiary or any of its Subsidiaries the properties or assets thereof, which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries Subsidiary.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesOffered Securities, the execution and delivery of this Agreement, the Subscription Agreements, the compliance by the Corporation with the provisions of this Agreement or the consummation of the transactions contemplated herein and or therein including, without limitation limitation, the incurring of Resource Expenses and the issue of the Purchased Common Shares Offered Securities to the Subscriber Purchasers for the consideration and upon the terms and conditions as set forth herein herein, do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under Securities Laws and the policies of the Stock Exchange Exchanges and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries is a party or by which any of them it or any of the properties or assets thereof is bound, or the memorandum or articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporation, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of its Subsidiaries the properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries Corporation.

Consents, Approvals and Conflicts. None none of the offering and sale of the Purchased Common SharesUnits, the issuance of the Underlying Securities, the execution and delivery of this Agreement, the compliance by the Corporation Company with the provisions of this Agreement or the consummation of the transactions contemplated herein and therein including, without limitation and the issue of the Purchased Common Shares and Purchase Warrants to the Subscriber Purchasers, for the consideration and upon the terms and conditions as set forth herein herein, do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or and (B) such as may be required under Securities Laws and the policies of the Stock Exchange and Regulatory Approval which will be obtained for the Phase 1 Closing by the First Tranche Phase 1 Closing Date and for the Phase 2 Closing by the Phase 2 Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries Company is a party or by which any of them it or any of the properties or assets thereof is bound, or (iii) conflict with or result in any breach or violation of any provisions of, or constitute a default under the notice of articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries Company or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCompany, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Corporation Company or any of its Subsidiaries the properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries .Company;

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesOffered Securities, the execution and delivery of this Agreement, the Offering Documents and the Ancillary Documents, the compliance by the Corporation with the provisions of this Agreement and the Ancillary Documents or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Shares Offered Securities to the Subscriber Purchasers for the consideration and upon the terms and conditions as set forth herein in this Agreement and the Offering Documents, do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the Securities Laws and the policies of the Stock Exchange Offering Jurisdictions and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its the Subsidiaries is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its the Subsidiaries or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or the Subsidiaries, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or the Subsidiaries or any of its Subsidiaries the properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries Material Adverse Effect.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesUnits, the execution and delivery of this the Agreement, the Warrant Indenture or the Prospectus, the compliance by the Corporation with the provisions of this the Agreement or the Warrant Indenture or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Shares to the Subscriber for the consideration Unit Shares, Warrants, Agent Options and Over-Allotment Option upon the terms and conditions as set forth herein herein, do or will: will (i) subject to compliance by the Agents with the provisions of the Agreement, require the consent, approval, or authorizationAuthorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Personperson, except (A) such as have been been, or will by the Closing Date, be obtained, or (B) such as may be required under the Securities Laws and of any of the Qualifying Jurisdictions, or (C) such as may be required under the policies of the Stock Exchange CSE and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or any Subsidiary, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of its Subsidiaries which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation Subsidiary or any of its Subsidiaries the properties or assets thereof.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common Shares, the execution and delivery of this Agreement, the execution and delivery of the Investor Rights Agreement, the compliance by the Corporation with and performance of its obligations under the provisions of this Agreement and the Investor Rights Agreement or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Shares to the Subscriber for the consideration and upon the terms and conditions as set forth herein do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration registration, filing or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Personperson, except (A) such as have been obtained, or (B) such as may be required under Securities Laws and the policies of the Stock Exchange TSX (which will include, for greater certainty, the requirement to obtain Shareholder Approval) and will be obtained by the First Tranche Transaction Closing DateDate and such consent of SQM Potassium SA as may be required under the Shareholders Agreement, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under or create a state of facts which, after notice or lapse of time or both, will result in any breach or violation of or default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the notice of articles, articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or any Subsidiary, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any Subsidiary or any of its Subsidiaries the properties or assets thereof, which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries Material Adverse Effect.

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesSecurities, the execution and delivery of this Agreement, the Subscription Agreements or the Warrants, the compliance by the Corporation with the provisions of this Agreement or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Shares to the Subscriber for the consideration and Securities upon the terms and conditions as set forth herein herein, do or will: will (i) subject to compliance by the Agent with the provisions of this Agreement, require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Personperson, except (A) such as have been been, or will by the Closing Date, be obtained, or (B) such as may be required under the Securities Laws and the policies of any of the Stock Exchange Selling Provinces and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries is a party or by which any of them it or any of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporationthereof, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authorityGovernmental Authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of its Subsidiaries which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries .assets thereof;

Consents, Approvals and Conflicts. None of the offering and sale of the Purchased Common SharesOffered Securities, the execution and delivery of this AgreementAgreement or the Ancillary Documents, the compliance by the Corporation with the provisions of this Agreement and the Ancillary Documents or the consummation of the transactions contemplated herein and therein including, without limitation and limitation, the issue of the Purchased Common Shares Offered Securities to the Subscriber Purchasers for the consideration and upon the terms and conditions as set forth herein and the issue of the Warrant Shares for the consideration and upon the terms and conditions set forth in the Warrant Indenture and the Warrant Certificates, do or will: will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the Securities Laws and the policies of the Stock Exchange Offering Jurisdictions and will be obtained by the First Tranche Closing Date, and if applicable, the Second Tranche Closing Date; or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any of its Subsidiaries the Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-laws or memorandum and articles or any other constating document of the Corporation or any of its Subsidiaries the Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CorporationCorporation or the Subsidiary, or any law, statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or the Subsidiary or any of its Subsidiaries the properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any of its Subsidiaries the Subsidiary.