4Non-Contravention Clause Samples

4Non-Contravention. Neither the execution and delivery of this Agreement or any other agreement contemplated hereby to which the Company is a party, nor the consummation of the Merger or the other transactions contemplated hereby or thereby, will (a) violate any Laws to which any of the Acquired Companies is subject, (b) assuming the Requisite Stockholder Approval is obtained, violate, conflict with, or require any notice under any provision of the Organizational Documents of any of the Acquired Companies, or (c) except as set forth on Schedule 4.4, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice or consent under, create in any party the right to payment (including, without limitation, any change of control, severance, or similar payment), or result in the imposition of any Lien (other than Permitted Liens) upon any of the assets of the Acquired Companies under, any Material Contract, except, in the case of clauses (a) and (c) of this Section 4.4, as would not have, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole. Except for (i) the filing of the Certificate of Merger under the DGCL, (ii) the pre-merger notification requirements of the HSR Act, (iii) filings that may be required as a result of facts specific to Parent or Merger Sub, and (iv) where the failure to obtain such consent, waiver, approval, authorization, order or permit, or to make such declaration, filing, registrations or notification would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, none of the Acquired Companies needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order for the Company to consummate the transactions contemplated by this Agreement or the other agreements contemplated hereby to which the Company is a party.

4Non-Contravention. The execution and delivery by the Company of this Agreement and the other Transaction Documents and each other agreement and transaction contemplated hereby or thereby to which the Company and the Purchasers are a party, do not and will not (i) result in any violation of any terms of the Organizational Documents of the Company; (ii) violate or result in a breach by the Company of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other material agreement or instrument to which the Company is a party or by which the Company or any of its properties or assets is bound or affected or (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court or arbitrator or regulatory or government or political subdivision thereof, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision thereof (a “Governmental Body”) having jurisdiction over the Company or any of its properties or assets, except, in the case of subsections (ii) and (iii) above, as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; provided, however, solely for this Section 2.4, the parties agree that, in the case of subsections (ii) and (iii) above, any such breach that results in the inability of the Purchasers to consummate the transactions contemplated by this Agreement and ​ the Transaction Documents on the terms set forth herein and therein shall be deemed to have a Material Adverse Effect.

4Non-Contravention. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party by ▇▇▇▇▇ does not, and, subject to obtaining Buyer’s Required Consents, the consummation by Buyer of the transactions contemplated hereby and thereby will not contravene or violate any provision of (a) the Organizational Documents of Buyer, (b) any material Contract to which Buyer is a party or by which Buyer is bound, or result in the termination or acceleration thereof, or entitle any party to accelerate any obligation or indebtedness thereunder, or (c) any Law to which Buyer is subject or by which any property or asset of Buyer is bound or affected except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on Buyer’s ability to perform its obligations hereunder or to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which ▇▇▇▇▇ is a party.

4Non-Contravention. The performance of this Agreement and the other Transaction Documents to which Seller is a party by Seller does not, and, subject to obtaining the Target Companies’ Required Consents, the consummation by Seller of the transactions contemplated hereby and thereby will not, (a) contravene, violate or result in any breach of any provision of any of the Organizational Documents of any Target Company; (b) except for matters set forth in Section 4.4 of the Seller Disclosure Schedule, contravene, violate or result in any breach of any provision (with or without the giving of notice, or the passage of time or both) under, or give rise to any right of consent, notice, termination, cancellation, amendment or acceleration (with or without the giving of notice, or the passage of time or both) under or result in the loss by a Target Company of any rights or benefits under, impose on a Target Company any additional or greater burdens or obligations under, create in any other Person additional or greater rights or benefits under, or give rise to any preferential purchase right, right of first refusal, right of first offer or similar right under any of the terms, conditions or provisions of any Material Contract or any material easement; or (c) violate any Law to which a Target Company is subject or by which any of such Target Company’s properties or assets is bound, except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to be material to any of the New Haven Terminal Business, the Woodbury Terminal Business, the Linden Terminal Business or the Chelsea Terminal Business.

4Non-Contravention. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Seller is a party by Seller does not, and, subject to Seller obtaining the Seller’s Required Consents, the consummation by Seller of the transactions contemplated hereby and thereby will not contravene or violate any provision of (a) the Organizational Documents of Seller, (b) any Material Contract to which Seller is a party or by which Seller is bound, or result in the termination or acceleration thereof, or require the consent of, or notice to be delivered to, any party thereto, or entitle any party to accelerate any obligation or indebtedness thereunder, except for matters set forth in Section 4.4 of the Seller Disclosure Schedule, or (c) any Law to which Seller is subject or by which any property or asset of Seller relating to the Business is bound or affected except, in the cases of clauses (b) and (c), as would ​ ​ not, individually or in the aggregate, reasonably be expected to materially impair or delay the ability of Seller to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which Seller is a party.

4Non-Contravention. Assuming the accuracy of the representations and warranties of HDILP and HDGH made hereunder, none of the execution, delivery or performance of this Agreement, any agreement contemplated hereby and the consummation of the contribution transactions contemplated hereby and thereby will (a) result in a default (or an event that, with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in any loss of any material benefit, pursuant to any material agreement, document or instrument to which the Investor or any of its properties or assets may be bound, or (b) violate or conflict with any judgment, order, decree or law applicable to the Investor or any of its properties or assets; provided in the case of (a) and (b), unless any such default, violation or conflict would not have a material adverse effect on the Investor. ​

4Non-Contravention. The execution and delivery by Buyer of this Agreement does not, and the performance by it of its obligations under this Agreement, and the consummation of the Contemplated Transactions will not: ​ (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Articles of Organization or other organizational documents of Buyer; ​ (b) conflict with or result in a violation or breach of any term or provision of any Law applicable to Buyer; or ​ (c) conflict with or result in a breach or default (or an event which, with notice or lapse of time or both, would constitute a breach or default) under, result in the termination or cancellation of, accelerate the performance required by, or result in the creation or imposition of any Encumbrance upon any asset of the Buyer under, any Contract to which Buyer is a party or by which Buyer or any of its assets is bound. ​

4Non-Contravention. None of the execution, delivery or performance of this Agreement by PAC LP and the consummation by PAC LP of the subscription transactions contemplated hereby will: (a) result in a default (or an event that, with notice or lapse of time or both would become a default) under or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in any loss of any material benefit, pursuant to any material agreement, document or instrument to which PAC LP or any of its subsidiaries or any of its or their properties or assets may be bound; (b) violate or conflict with any judgment, order, decree, or law applicable to PAC LP or any of its subsidiaries or any of its or their properties or assets, except as to clauses (a) and (b) for such events that would not reasonably be expected to result in a Material Adverse Effect; or (c) result in a breach of any of the terms, conditions or provisions of, the PAC LPA. No event has occurred and no condition exists which, upon notice or the passage of time (or both), would constitute a default in any material respect under any such agreement, document or instrument to which PAC LP or any of its subsidiaries or any of its or their properties or assets may be bound or in any license, permit or authorization to which PAC LP or any subsidiary is a party or by which any of them may be bound.

4Non-Contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will: (a) violate any Law, Decree, or other restriction of any Governmental Authority to which Parent or Buyer is subject or any provision of their respective Organizational Documents; or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of any obligation under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which Parent or Buyer is a party or by which either is bound or to which any of their respective assets are subject. Neither Parent nor Buyer is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement.