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

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement and the Stock Option Agreement by Harsco and Acquisition Sub do not, and the performance by Harsco and Acquisition Sub of their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Harsco or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Harsco or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) any Law or Order of any Governmental or Regulatory Authority applicable to Harsco or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contract to which Harsco or any of its Subsidiaries is a party or by which Harsco or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on the ability of Harsco and Acquisition Sub to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. (b) Except (i) for the filing of a premerger notification report by Harsco under the HSR Act, (ii) for the filing of the Certificate of Merger, the Articles of Merger and other appropriate merger documents required by the OGCL and the PBCL with the Ohio Secretary of State and the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iii) as disclosed in Schedule 4.03 hereto, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which Harsco or any of its Subsidiaries is a party or by which Harsco or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement and the Stock Option Agreement by Harsco and Acquisition Sub, the performance by Harsco and Acquisition Sub of their obligations hereunder and thereunder or the consummation of the transactions contemplated hereby and thereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on the ability of Harsco and Acquisition Sub to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. 4.04

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and the Stock Option Agreement by Harsco and Acquisition Sub LLC do not, and the performance by Harsco each of Parent and Acquisition Sub LLC of their its obligations hereunder and thereunder and the consummation of the Merger and other transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Harsco Parent, LLC or any of its Subsidiaries NGC under, any of the terms, conditions or provisions of (i) the certificates or memorandum and articles of incorporation or bylaws association (or other comparable charter documents) of Harsco Parent, LLC or any of its SubsidiariesNGC, (ii) the LLC Agreement; or (iiiii) subject to the obtaining of the Parent Shareholders' Approval and the taking of the any other actions described in paragraph (b) of this Section, (x) any Law laws or Order orders of any Governmental or Regulatory Authority applicable to Harsco Parent, LLC or any of its Subsidiaries NGC or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 5.04 of the Parent Disclosure Letter (the "Parent Required Consents") any Contract Contracts to which Harsco Parent, LLC or any of its Subsidiaries NGC is a party or by which Harsco Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be reasonably expected to have a material adverse effect on the ability of Harsco and Acquisition Sub to consummate the transactions contemplated by this Agreement and the Stock Option AgreementParent Material Adverse Effect. (b) Except (i) for the filing of a premerger notification report by Harsco under the HSR Act, (ii) for the filing of the Certificate of Merger, the Articles of Merger and other appropriate merger documents required by the OGCL and the PBCL with the Ohio Secretary of State and the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iii) as disclosed in Schedule 4.03 hereto, no consent, approval or action ofNo declaration, filing with or registration with, or notice to or authorization, consent or approval of, any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which Harsco or any of its Subsidiaries is a party or by which Harsco or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement and the Stock Option Agreement by Harsco and Acquisition Sub, the performance by Harsco and Acquisition Sub of their obligations hereunder and thereunder Parent or LLC or the consummation by Parent or LLC of the Merger and other transactions contemplated hereby and thereby, other than except as described in Section 5.04 of the Parent Disclosure Letter or the failure of which to obtain could not reasonably be expected to result in a Parent Material Adverse Effect (the "Parent Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such consents, approvals, actionsParent Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and notices which the failure having such waiting periods expire as are necessary to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have avoid a material adverse effect on the ability violation of Harsco and Acquisition Sub to consummate the transactions contemplated by this Agreement and the Stock Option Agreementlaw). 4.045.05

Non-Contravention; Approvals and Consents. (a) The execution execution, delivery and delivery performance by the Xxxxx XX and Cap C LP of their respective obligations under this Agreement and the Stock Option Agreement by Harsco and Acquisition Sub do notConveyance Documents, and as the performance by Harsco and Acquisition Sub of their obligations hereunder and thereunder case may be, and the consummation of the transactions contemplated hereby and thereby thereby, as the case may be, will notnot (a) violate, conflict with or result in the breach of any provision of the declaration and limited partnership agreement (or other comparable documents) of the Xxxxx XX and Cap C LP, (b) result in the violation by the Xxxxx XX or Cap C LP of any Laws or Orders of any Governmental or Regulatory Authority, or (c) if the consents and notices set forth in Schedule 3.2.28 are obtained, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, or require the Xxxxx XX or Cap C LP to obtain any consent, approval or action of, make any filing with or give any notice to, or result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the their respective assets or properties of Harsco properties, or any of its Subsidiaries under, under any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Harsco or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) any Law or Order of any Governmental or Regulatory Authority applicable to Harsco or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contract to which Harsco the Xxxxx XX or any of its Subsidiaries Cap C LP is a party or by which Harsco the Xxxxx XX or any of its Subsidiaries Cap C LP or any of their respective assets or properties is are or were bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on the ability of Harsco and Acquisition Sub to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. (b) Except (i) for the filing of a premerger notification report by Harsco under the HSR Act, (ii) for the filing of the Certificate of Merger, the Articles of Merger and other appropriate merger documents required by the OGCL and the PBCL with the Ohio Secretary of State and the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iii) as disclosed set forth in Schedule 4.03 hereto3.2.28, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party Person is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which Harsco the Xxxxx XX or any of its Subsidiaries Cap C LP is a party party, or by which Harsco or any of its Subsidiaries or any of their respective assets or properties is bound were or are bound, for the execution and delivery of this Agreement and or the Stock Option Agreement by Harsco and Acquisition SubConveyance Documents, the performance by Harsco and Acquisition Sub the Xxxxx XX or Cap C LP of their respective obligations hereunder and or thereunder or the consummation of the transactions contemplated hereby and or thereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on the ability of Harsco and Acquisition Sub to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. 4.04.

Non-Contravention; Approvals and Consents. (a) The execution As of the Closing Date, the execution, delivery and delivery of this Agreement and the Stock Option Agreement by Harsco and Acquisition Sub do not, and the performance by Harsco the Purchaser and Acquisition Sub MDC Partners of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will notnot (a) violate, conflict withwith or result in the breach of any provision of the articles of incorporation and bylaws of the Purchaser or MDC Partners, or (b) assuming the truth and accuracy of the Investment Representation Certificate, result in the violation by the Purchaser or MDC Partners of any Laws or Orders of any Governmental or Regulatory Authority applicable to the Purchaser or MDC Partners or any of its assets or properties, or (c) result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, or require the Purchaser or MDC Partners to obtain any consent, approval or action of, make any filing with or give any notice to, or result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or or, except for such Liens as may be created in connection with an MDC Financing, result in the creation or imposition of any Lien upon any of the respective assets or properties of Harsco the Purchaser or any of its Subsidiaries underMDC Partners, under any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Harsco or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) any Law or Order of any Governmental or Regulatory Authority applicable to Harsco or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contract to which Harsco the Purchaser or any of its Subsidiaries MDC Partners is a party or by which Harsco the Purchaser or MDC Partners or any of its Subsidiaries or any of their respective assets or properties is are bound, excluding from except, in the case of the foregoing clauses (xb) and (y) conflictsc), violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could for any such failures to be correct that would not be reasonably expected material to have a material adverse effect the Purchaser or MDC Partners. Except as set forth on Schedule 4.4, assuming the ability of Harsco truth and Acquisition Sub to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. (b) Except (i) for the filing of a premerger notification report by Harsco under the HSR Act, (ii) for the filing accuracy of the Certificate of Merger, the Articles of Merger and other appropriate merger documents required by the OGCL and the PBCL with the Ohio Secretary of State and the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iii) as disclosed in Schedule 4.03 heretoInvestment Representation Certificate, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which Harsco the Purchaser or any of its Subsidiaries MDC Partners is a party or by which Harsco the Purchaser or any of its Subsidiaries MDC Partners or any of their respective assets or properties is are bound for the execution and delivery of this Agreement and by the Stock Option Agreement by Harsco and Acquisition SubPurchaser or MDC Partners, the performance by Harsco and Acquisition Sub the Purchaser or MDC Partners of their respective obligations hereunder and thereunder or the consummation by the Purchaser or MDC Partners of the transactions contemplated hereby and therebyhereby, other than except for such consents, approvals, actions, filings and or notices which the failure of which to make be obtained or obtain, as the case may be, individually or in the aggregate, could made would not be reasonably expected material to have a material adverse effect on the ability of Harsco and Acquisition Sub to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. 4.04Purchaser or MDC Partners.