Common use of No Breach, Default, Violation or Consent Clause in Contracts

No Breach, Default, Violation or Consent. The execution, delivery and performance by such Seller of the Transaction Documents to which such Seller is a party, the consummation of the transactions contemplated hereby or thereby, and compliance by such Seller with any of the provisions hereof or thereof, do not and will not: (a) other than any Seller who is a natural person, violate, conflict with, breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent, authorization, approval, exemption or other action by, any Person under, or give to others any rights of termination or amendment under, such Seller's organizational documents; (b) breach, conflict with or otherwise violate any order, doctrine, assessment, arbitration award, ruling, writ, judgment, injunction or decree issued by any Governmental Authority (each a "Governmental Order") which names such Seller, is binding upon or is applicable to such Seller or any of its assets, except in each case as would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby; (c) breach, conflict with or otherwise violate any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, Governmental Order, directive, determination, executive order, restriction or similar pronouncement (each a "Governmental Rule"), except in each case as would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby; (d) violate, conflict with, breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent, authorization, approval, exemption or other action by, any Person under, or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Contract to which such Seller is a party or by which its assets are bound; (e) result in the creation of a Lien on any asset of such Seller; or (f) require any consent, authorization, approval, exemption or other action by, or any filing, notification, registration or qualification with, any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity, including any Governmental Authority (each a "Person"), except in each case as would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby, other than such filings and approvals as may be required under the Hart-Scoxx-Xxxxxx Xxxx-Xxust Improvements Act of 1976 and the regulations promulgated thereunder (the "HSR Act") or other Competition Laws.

No Breach, Default, Violation or Consent. The Except as set forth on Schedule 4.04 the execution, delivery and performance by such Seller each Company Party of the Transaction Documents to which such Seller it is a party, the consummation of the transactions contemplated hereby or thereby, and compliance by such Seller Company Party with any of the provisions hereof or thereof, do not and will not: (a) other than any Seller who is a natural person, violate, conflict with, breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent, authorization, approval, exemption or other action by, any Person under, or give to others any rights of termination or amendment under, such Seller's organizational documentsunder any of the Company Party Constituent Documents; (b) breach, conflict with or otherwise violate any order, doctrine, assessment, arbitration award, ruling, writ, judgment, injunction or decree issued by any Governmental Authority (each a "Governmental Order") which names such Seller, is binding upon or is applicable to such Seller or any of its assets, except in each case as would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby; (c) breach, conflict with or otherwise violate any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, Governmental Order, directive, determination, executive order, restriction or similar pronouncement (each a "Governmental Rule"), except in each case as would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby; (d) violate, conflict with, breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent, authorization, approval, exemption or other action by, any Person under, result in the termination or acceleration of, terminate, or modify or cancel, result in the creation of any Lien (other than Permitted Liens) on the assets of any Company Party under, or give to others any rights of termination, acceleration, suspension, revocation, cancellation cancellation, modification or amendment of any Contract or Business Permit to which such Seller a Company Party is a party or by which its any of the properties or assets of a Company Party are bound, except in each case as would not be material to the Company Parties, taken as a whole; (ec) result breach, conflict with or otherwise violate any Governmental Order which names a Company Party, is binding upon or is applicable to a Company Party or its assets, except in each case as would not be material to the creation of Company Parties, taken as a Lien on whole; (d) breach, conflict with or violate any asset of such SellerGovernmental Rule, except in each case as would not be material to the Company Parties, taken as a whole; or (fe) require any consent, authorization, approval, exemption or other action by, or any filing, notification, registration or qualification with, any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association Person or other entity, including any Governmental Authority (each a "Person")Authority, except in each case as would not reasonably be expected material to prevent or delay the consummation of the transactions contemplated herebyCompany Parties, other than taken as a whole, and except for such filings and approvals as may be required under the Hart-Scoxx-Xxxxxx Xxxx-Xxust Improvements HSR Act of 1976 and the regulations promulgated thereunder (the "HSR Act") or other Competition Laws.

No Breach, Default, Violation or Consent. The execution, delivery and performance by such Seller of this Agreement and the Transaction Documents Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated hereby or thereby, and compliance by such Seller with any of the provisions hereof or thereof, party do not and will not: (a) other than any Seller who is a natural person, violate, conflict with, violate the Company’s currently effective Articles of Incorporation or Bylaws; (b) materially breach or result in a material default (or an event which, with the giving of notice or the passage of time, or both, would constitute a material default) under, require any consent, authorization, approval, exemption or other action by, any Person under, or give to others any rights of termination or amendment under, such Seller's organizational documents; (b) breach, conflict with or otherwise violate any order, doctrine, assessment, arbitration award, ruling, writ, judgment, injunction or decree issued by any Governmental Authority (each a "Governmental Order") which names such Seller, is binding upon or is applicable to such Seller or any of its assets, except in each case as would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby; (c) breach, conflict with or otherwise violate any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, Governmental Order, directive, determination, executive order, restriction or similar pronouncement (each a "Governmental Rule"), except in each case as would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby; (d) violate, conflict with, breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent, authorization, approval, exemption or other action by, any Person under, consent under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Contract Company Agreements (as defined below) or any Company Permits (as defined below) or of any contract, agreement, instrument or document to which such Seller the Company is a party party, or by which the Company or its assets are bound, except where the breach, default, non-consent, termination, acceleration, suspension, revocation, cancellation or amendment would not, individually or in the aggregate, have a material adverse effect on the Company Business; (ec) result breach or otherwise violate any order, writ, judgment, injunction or decree issued by any governmental entity (each a “Governmental Order”) which names the Company or is directed to the Company or any of their respective assets, except where the breach or violation would not, individually or in the creation aggregate, have a material adverse effect on the Company Business; (d) violate any law, rule, regulation, ordinance or code of any governmental entity (each a Lien “Governmental Rule”), except where the violation would not, individually or in the aggregate, have a material adverse effect on any asset of such Sellerthe Company Business; or (fe) require any consent, authorization, approval, exemption or other action by, or any filing, notification, registration or qualification with, any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association person or other entity, including any Governmental Authority entity (each a "“Person"”), except where Seller’s or the Company’s failure to obtain the consent, authorization, approval, or exemption, or the Company’s failure to take the action, or make the filing, registration or qualification, would not, individually or in each case as would not reasonably be expected to prevent or delay the consummation of aggregate, have a material adverse effect on the transactions contemplated hereby, other than such filings and approvals as may be required under the Hart-Scoxx-Xxxxxx Xxxx-Xxust Improvements Act of 1976 and the regulations promulgated thereunder (the "HSR Act") or other Competition LawsCompany Business.

No Breach, Default, Violation or Consent. The execution, execution and delivery and performance by such Seller each of the Company, the Shareholder and the Parent of this Agreement and the other Transaction Documents to which such Seller it is or will be a party, party and the consummation of the transactions contemplated hereby or thereby, and compliance by such Seller with any of the provisions hereof or thereof, thereby do not and will not: (a) other than any Seller who is a natural person, violate, conflict with, breach Breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under), require any consent, authorization, approval, exemption or other action by, any Person under, or give to others any rights of termination or amendment under, such Seller's organizational documents; (b) breach, conflict with or otherwise violate any order, doctrine, assessment, arbitration award, ruling, writ, judgment, injunction or decree issued by any Governmental Authority (each a "Governmental Order") which names such Seller, is binding upon or is applicable to such Seller or any of its assets, except in each case as would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby; (c) breach, conflict with or otherwise violate any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, Governmental Order, directive, determination, executive order, restriction or similar pronouncement (each a "Governmental Rule"), except in each case as would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby; (d) violate, conflict with, breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent, authorization, approval, exemption or other action by, any Person under, consent or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Contract material agreement to which such Seller the Company, the Predecessor Entity, the General Partner or any Covance Party is a party or by which its any of them or any of their respective assets are bound or subject; (b) Breach or otherwise violate any order, writ, judgment, injunction or decree issued by any court, tribunal, adjudicatory authority, governmental official or entity to which the Company, the General Partner or any Covance Party or any of their respective assets are bound or subject; (c) Result in the creation of any Lien on the Company’s assets or the Target Shares; (d) Violate, or give any Person the right to challenge any of the transactions contemplated hereby or by any of the other Transaction Documents or to exercise any remedy or obtain any relief under, any law, rule, regulation, ordinance or code of any governmental entity (each a “Governmental Rule”) to which the Company, the General Partner or any Covance Party or any of their respective business or assets is subject or by which they are bound; (e) result in the creation of a Lien on any asset of such Seller; or (f) require Require any consent, authorization, approval, exemption or other action by, or any filing, notification, registration or qualification with, any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association Person; or (f) Violate any provision of the charter or other entity, including any Governmental Authority (each a "Person"), except in each case as would not reasonably be expected to prevent or delay the consummation organizational documents of the transactions contemplated herebyCompany, other than such filings and approvals as may be required under the Hart-Scoxx-Xxxxxx Xxxx-Xxust Improvements Act Shareholder, the General Partner or the Parent, including, without limitation, the bylaws of 1976 and the regulations promulgated thereunder (Company, the "HSR Act") General Partner or other Competition Lawsthe Parent, or the limited partnership agreement of the Shareholder or any resolutions adopted by the board of directors of the Company, the General Partner or the Parent, or the applicable governing body of the Shareholder.