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

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by STEAG does not, and the performance by STEAG of its obligations hereunder and the consummation of the transactions contemplated hereby, will not conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give 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 STEAG or any STEAG Subsidiary under, any of the terms, conditions or provisions of (i) Memorandum and Articles of Association (Satzung) or Management Board (Vorstand) Rules of Procedure, or the articles of incorporation or bylaws (or other comparable charter documents) of STEAG or any STEAG Subsidiary, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 3.3, (x) any statute, law, rule, regulation, or ordinance (together, "Laws") applicable to STEAG and the STEAG Subsidiaries, or any judgment, decree, order, writ, permit, or license, of any Governmental Entity (as defined in paragraph (b) below), applicable to STEAG or any STEAG Subsidiary or any of their respective assets or properties, or (y) any contract, agreement, or commitment to which STEAG or any STEAG Subsidiary is a party or by which STEAG or any STEAG Subsidiary 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 would not reasonably be expected to have a STEAG Material Adverse Effect or would not result in the inability of STEAG to consummate the transactions contemplated by this Agreement.

Non-Contravention; Consents and Approvals. (a) The execution and None of the execution, delivery or performance of this Agreement by STEAG does not, and the performance by STEAG of its obligations hereunder and ASARCO or the consummation by ASARCO of the transactions contemplated herebyhereby will (i) violate the certificate of incorporation or the bylaws or other similar governing documents of ASARCO or any of its Subsidiaries, will not conflict with(ii) except for the ASARCO Required Third Party Consents, result in a the violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default under, result in (or give rise to any person any right of payment or reimbursement, termination, cancellation, modification vesting, payment, exercise, acceleration, suspension or acceleration ofrevocation) under any of the provisions of any note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which ASARCO or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "ASARCO Contracts"), (iii) except for the ASARCO Required Statutory Approvals, violate any order, writ, injunction, decree, judgment, permit, license, statute, law, ordinance, policy, rule or regulation ("Law") of any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority, whether federal, state, local or foreign (individually, a "Governmental Entity") applicable to ASARCO or any of its Subsidiaries or any of their respective property or assets, or (iv) result in the creation or imposition of any lien upon Encumbrance on any asset of the assets or properties of STEAG or any STEAG Subsidiary under, any of the terms, conditions or provisions of (i) Memorandum and Articles of Association (Satzung) or Management Board (Vorstand) Rules of Procedure, or the articles of incorporation or bylaws (or other comparable charter documents) of STEAG or any STEAG Subsidiary, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 3.3, (x) any statute, law, rule, regulation, or ordinance (together, "Laws") applicable to STEAG and the STEAG Subsidiaries, or any judgment, decree, order, writ, permit, or license, of any Governmental Entity (as defined in paragraph (b) below), applicable to STEAG or any STEAG Subsidiary ASARCO or any of their respective assets or propertiesits Subsidiaries, or (y) any contract, agreement, or commitment to which STEAG or any STEAG Subsidiary is a party or by which STEAG or any STEAG Subsidiary or any except in the case of their respective assets or properties is bound, excluding from the foregoing clauses (xii), (iii) and (yiv) conflicts, for violations, breaches, defaults, terminations, modificationscancellations, accelerations, and accelerations or creations and impositions of liens which would not reasonably be expected to in the aggregate have a STEAG Material Adverse Effect on ASARCO and its Subsidiaries, taken as a whole, or would not result in prevent or delay the inability consummation of STEAG to consummate the transactions contemplated by this Agreementhereby.

Non-Contravention; Consents and Approvals. (a) The execution and None of the execution, delivery or performance of this Agreement by STEAG does not, and the performance by STEAG of its obligations hereunder and Representing Party or the consummation by such Representing Party of the transactions contemplated herebyhereby will (i) violate the certificate of incorporation or the bylaws or other similar governing documents of the Representing Party or any of its Subsidiaries, will not conflict with(ii) except for the Required Third Party Consents, result in a the violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default under, result in (or give rise to any person any right of payment or reimbursement, termination, cancellation, modification vesting, payment, exercise, acceleration, suspension or acceleration ofrevocation) under any of the provisions of any note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Representing Party or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "Representing Party Agreements"), (iii) except for the Required Statutory Approvals, violate any order, writ, injunction, decree, judgment, permit, license, statute, law, ordinance, policy, rule or regulation ("Law") of any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority, whether federal, state, local or foreign (individually, a "Governmental Entity") applicable to the Representing Party or any of its Subsidiaries or any of their respective property or assets, or (iv) result in the creation or imposition of any lien upon Encumbrance on any asset of the assets or properties of STEAG or any STEAG Subsidiary under, any of the terms, conditions or provisions of (i) Memorandum and Articles of Association (Satzung) or Management Board (Vorstand) Rules of Procedure, or the articles of incorporation or bylaws (or other comparable charter documents) of STEAG or any STEAG Subsidiary, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 3.3, (x) any statute, law, rule, regulation, or ordinance (together, "Laws") applicable to STEAG and the STEAG Subsidiaries, or any judgment, decree, order, writ, permit, or license, of any Governmental Entity (as defined in paragraph (b) below), applicable to STEAG or any STEAG Subsidiary Representing Party or any of their respective assets or propertiesits Subsidiaries, or (y) any contract, agreement, or commitment to which STEAG or any STEAG Subsidiary is a party or by which STEAG or any STEAG Subsidiary or any except in the case of their respective assets or properties is bound, excluding from the foregoing clauses (xii), (iii) and (yiv) conflicts, for violations, breaches, defaults, terminations, modificationscancellations, accelerations, and accelerations or creations and impositions of liens which would not reasonably be expected to in the aggregate have a STEAG Material Adverse Effect on the Representing Party and its Subsidiaries, taken as a whole, or would not result in prevent or delay the inability consummation of STEAG to consummate the transactions contemplated by this Agreementhereby.

Non-Contravention; Consents and Approvals. (a) The execution and None of the execution, delivery or performance of this Agreement by STEAG does notKT or the consummation by KT of the transactions contemplated hereby will (i) violate the certificate of incorporation, and the performance by STEAG bylaws or other similar governing documents of KT or any of its obligations hereunder Subsidiaries, (ii) except for all third party consents and approvals required to be obtained under any note, bond, mortgage, deed of trust, security interest, indenture, lease, license, contract, agreement, plan or other instrument or obligation to which KT or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "KT Agreements") prior to the consummation of the transactions contemplated herebyby this Agreement the failure of which to obtain could reasonably be expected, will not conflict withindividually or in the aggregate, to have a Material Adverse Effect on KT (the "KT Required Third Party Consents"), result in a the violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default under, result in (or give rise to any person any right of payment or reimbursement, termination, cancellation, modification vesting, payment, exercise, acceleration, suspension or acceleration revocation) under any of the provisions of any KT Agreement, (iii) except for all notices to, filings and registrations with, and permits, authorizations, consents and approvals of, Governmental Entities required to be made or obtained from Governmental Entities prior to the consummation of the transactions contemplated by this Agreement the failure of which to obtain could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on KT (the "KT Required Statutory Approvals"), violate any Law of any Governmental Entity applicable to KT or any of its Subsidiaries or any of their respective property or assets, or (iv) result in the creation or imposition of any lien upon Encumbrance on any asset of the assets or properties of STEAG or any STEAG Subsidiary under, any of the terms, conditions or provisions of (i) Memorandum and Articles of Association (Satzung) or Management Board (Vorstand) Rules of Procedure, or the articles of incorporation or bylaws (or other comparable charter documents) of STEAG or any STEAG Subsidiary, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 3.3, (x) any statute, law, rule, regulation, or ordinance (together, "Laws") applicable to STEAG and the STEAG Subsidiaries, or any judgment, decree, order, writ, permit, or license, of any Governmental Entity (as defined in paragraph (b) below), applicable to STEAG or any STEAG Subsidiary KT or any of their respective assets or propertiesits Subsidiaries, or (y) any contract, agreement, or commitment to which STEAG or any STEAG Subsidiary is a party or by which STEAG or any STEAG Subsidiary or any except in the case of their respective assets or properties is bound, excluding from the foregoing clauses (xii), (iii) and (yiv) conflicts, for violations, breaches, defaults, terminations, modificationscancellations, accelerations, and accelerations or creations and impositions of liens which would could not reasonably be expected expected, individually or in the aggregate, to have a STEAG Material Adverse Effect or would not result in the inability of STEAG to consummate the transactions contemplated by this Agreementon KT.