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 Eco and Acquisition Corp. does not, and the performance by Eco and Acquisition Corp. of their 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 any of the American Eco Companies under, any of the terms, conditions or provisions of (i) the charter documents or bylaws of each of the American Eco Companies, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license, of any Governmental Entity, or (y) any contract, agreement or commitment to which any Eco Company is a party or by which any American Eco Company or any of their respective assets or properties is bound. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by Eco or Acquisition Corp. in connection with the execution and delivery of this Agreement and the Related Agreement or the consummation by each of Eco and Acquisition Corp. or each of their respective stockholders of the transactions contemplated hereby and thereby, except for: (i) the filing of the Articles of Merger with the Secretary of State of the State of Nevada in accordance with the requirements of the NRS; (ii) filings with various state securities "blue sky" authorities; and (iii) the approval of the Toronto Stock Exchange (the "TSE") of this Agreement and the issuance of the Merger Consideration.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by Eco AEC and Acquisition Corp. does not, and the performance by Eco AEC and Acquisition Corp. of their 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 any of the American Eco AEC Companies (as defined in Section 4.7 hereof) under, any of the ----------- terms, conditions or provisions of (i) the charter documents or bylaws of each of the American Eco AEC Companies, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license, of any Governmental Entity, or (y) any contract, agreement or commitment to which any Eco AEC Company is a party or by which any American Eco AEC Company or any of their respective assets or properties is bound. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by Eco AEC or Acquisition Corp. in connection with the execution and delivery of this Agreement and the Related Agreement or the consummation by each of Eco AEC and Acquisition Corp. or each of their respective stockholders of the transactions contemplated hereby and thereby, except for: (i) the filing of this Agreement together with the Articles requisite officer's certificates of Merger AEC and Acquisition Corp. with the Secretary of State of the State of Nevada California in accordance with the requirements of the NRS;CGCL; and (ii) filings with various state securities "blue sky" authorities; and (iii) the approval of the Toronto Stock Exchange (the "TSE") of this Agreement and the issuance of the Merger Consideration.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by Eco AEC and Acquisition Corp. does not, and the performance by Eco AEC and Acquisition Corp. of their 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 any of the American Eco AEC Companies (as defined in Section 4.7 hereof) under, any of the ----------- terms, conditions or provisions of (i) the charter documents or bylaws of each of the American Eco AEC Companies, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "Laws")ordinance, or any judgment, decree, order, writ, permit or license, of any Governmental Entity, or (y) any contract, agreement or commitment to which any Eco AEC Company is a party or by which any American Eco AEC Company or any of their respective assets or properties is bound. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by Eco AEC or Acquisition Corp. in connection with the execution and delivery of this Agreement and the Related Agreement or the consummation by each of Eco AEC and Acquisition Corp. or each of their respective stockholders of the transactions contemplated hereby and thereby, except for: (i) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada Delaware in accordance with the requirements of the NRS;DGCL; and (ii) filings with various state securities "blue sky" authorities; and (iii) the approval of the Toronto Stock Exchange (the "TSE") of this Agreement and the issuance of the Merger Consideration.

Non-Contravention; Consents and Approvals. (a) The Except to the extent set forth on Schedule 3.3, the ------------ execution and delivery of this Agreement by Eco and Acquisition Corp. Periscope does not, and the performance by Eco and Acquisition Corp. Periscope of their 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 any of the American Eco Companies Periscope under, any of the terms, conditions or provisions of (i) the charter documents Certificate of Incorporation or bylaws By-Laws of each of the American Eco CompaniesPeriscope, or (ii) subject to obtaining the necessary approval of this Agreement and the Merger by the Periscope stockholders and the taking of the actions described in paragraph (b) of this SectionSection 3.3, (x) any statute, ----------- law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license, of any Governmental EntityEntity (as defined in paragraph (b) below), applicable to Periscope or any of its assets or properties, or (y) any contract, agreement or commitment to which any Eco Company Periscope is a party or by which any American Eco Company Periscope or any of their respective its assets or properties is bound. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any court, admini- strative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity"), or any other Person, is required by Eco or Acquisition Corp. Periscope in connection with the execution and delivery of this Agreement and the Related Agreement Certificate of Merger or the consummation by each of Eco and Acquisition Corp. or each of their respective stockholders Periscope of the transactions contemplated hereby and thereby, except for: (i) for the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada Delaware in accordance with the requirements of the NRS;DGCL. (iic) filings with various state securities "blue sky" authorities; and (iii) the approval For purposes of the Toronto Stock Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "TSEHSR Act") ), the "ultimate parent entity" of this Agreement and the issuance Periscope does not have annual net sales or total assets of the Merger Consideration$100 million or more.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by Eco Advanced NMR and Acquisition Corp. does not, and the performance by Eco Advanced NMR and Acquisition Corp. of their 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 any of the American Eco ANMR Companies under, any of the terms, conditions or provisions of (i) the charter documents certificate of incorporation or bylaws of each of the American Eco ANMR Companies, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license, of any Governmental Entity, or (y) except for the Credit Agreement dated August 31, 1995 between the Subsidiary and Chemical Bank, and the related security agreements and guaranties, any contract, agreement or commitment to which any Eco ANMR Company is a party or by which any American Eco ANMR Company 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 have an ANMR Material Adverse Effect or result in the inability of Advanced NMR or Acquisition Corp. to consummate the transactions contemplated by this Agreement. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by Eco Advanced NMR or Acquisition Corp. in connection with the execution and delivery of this Agreement and the Related Agreement or the consummation by each of Eco Advanced NMR and Acquisition Corp. or each of their respective stockholders of the transactions contemplated hereby and thereby, the failure to obtain which would have an ANMR Material Adverse Effect or result in the inability of Advanced NMR or Acquisition Corp. to consummate the transactions contemplated hereby, except for: (i) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada Delaware in accordance with the requirements of the NRS;DGCL; and (ii) the filing of the Proxy Statement/Prospectus with the Commission pursuant to the 1933 Act and the declaration of the effectiveness of the Registration Statement by the Commission and filings with various state securities "blue sky" sky authorities; and (iii) the approval of the Toronto Stock Exchange (the "TSE") of this Agreement and the issuance of the Merger Consideration.

Non-Contravention; Consents and Approvals. (a) The Except to the extent set forth on Schedule 3.3, the ------------ execution and delivery of this Agreement by Eco and Acquisition Corp. ESI does not, and the performance by Eco and Acquisition Corp. ESI of their 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 any of the American Eco Companies ESI under, any of the terms, conditions or provisions of (i) the charter documents Articles of Incorporation or bylaws By-Laws of each of the American Eco CompaniesESI, or (ii) subject to obtaining the necessary approval of this Agreement and the Merger by the ESI stockholders and the taking of the actions described in paragraph (b) of this SectionSection 3.3, (x) any statute, law, rule, regulation ----------- or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license, of any Governmental EntityEntity (as defined in paragraph (b) below), applicable to ESI or any of its assets or properties, or (y) any contract, agreement or commitment to which any Eco Company ESI is a party or by which any American Eco Company ESI or any of their respective its assets or properties is bound. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any court, admini- strative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity"), or any other Person, is required by Eco or Acquisition Corp. ESI in connection with the execution and delivery of this Agreement and the Related Agreement or the consummation by each of Eco and Acquisition Corp. or each of their respective stockholders ESI of the transactions contemplated hereby and therebyhereby, except for: (i) for the filing of this Agreement together with the Articles requisite officer's certificate of Merger ESI with the Secretary of State of the State of Nevada California in accordance with the requirements of the NRS; (ii) filings with various state securities "blue sky" authorities; and (iii) the approval of the Toronto Stock Exchange (the "TSE") of this Agreement and the issuance of the Merger ConsiderationCGCL.