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

No Breach, Default, Violation or Consent. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which Seller is a party do not and will not: (a) 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 under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Company Agreements (as defined below) or any Company Permits (as defined below) or of any contract, agreement, instrument or document to which the Company is a 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; (c) 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 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 “Governmental Rule”), except where the violation would not, individually or in the aggregate, have a material adverse effect on the Company Business; or (e) require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any person or 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 the aggregate, have a material adverse effect on the Company Business.

No Breach, Default, Violation or Consent. The executionexecution and delivery by each of the Company, delivery the Shareholder and performance by Seller the Parent of this Agreement and the Ancillary Agreements other Transaction Documents to which Seller it is or will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (a) violate the Company’s currently effective Articles of Incorporation or Bylaws; (b) materially breach 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 under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Company Agreements (as defined below) or any Company Permits (as defined below) or of any contract, agreement, instrument or document material agreement to which the Company Company, the Predecessor Entity, the General Partner or any Covance Party is a party, party or by which the Company any of them or its any of their respective assets are bound, except where the breach, default, non-consent, termination, acceleration, suspension, revocation, cancellation bound or amendment would not, individually or in the aggregate, have a material adverse effect on the Company Businesssubject; (cb) breach Breach or otherwise violate any order, writ, judgment, injunction or decree issued by any court, tribunal, adjudicatory authority, governmental official or entity (each a “Governmental Order”) to which names the Company Company, the General Partner or is directed to the Company any Covance Party or any of their respective assets, except where the breach assets are bound or violation would not, individually or subject; (c) Result in the aggregate, have a material adverse effect creation of any Lien on the Company BusinessCompany’s assets or the Target Shares; (d) violate 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, except where the violation would not, individually General Partner or in the aggregate, have a material adverse effect on the Company Business; orany Covance Party or any of their respective business or assets is subject or by which they are bound; (e) require Require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any person Person; or (f) Violate any provision of the charter or entity (each a “Person”)other organizational documents of the Company, except where Seller’s the Shareholder, the General Partner or the Parent, including, without limitation, the bylaws of the Company’s failure to obtain , the consent, authorization, approval, General Partner or exemptionthe Parent, or the limited partnership agreement of the Shareholder or any resolutions adopted by the board of directors of the Company’s failure to take , the actionGeneral Partner or the Parent, or make the filing, registration or qualification, would not, individually or in applicable governing body of the aggregate, have a material adverse effect on the Company BusinessShareholder.

No Breach, Default, Violation or Consent. The execution, delivery and performance by such Seller of this Agreement and the Ancillary Agreements Transaction Documents to which such Seller is a party 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) violate the Company’s currently effective Articles of Incorporation or Bylaws; (b) materially other than any Seller who is a natural person, violate, conflict with, 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 under 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 Company Agreements (as defined below) or any Company Permits (as defined below) or of any contract, agreement, instrument or document Contract to which the Company such Seller 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; (ce) 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 result in the aggregate, have creation of a material adverse effect Lien on the Company Business; (d) violate any law, rule, regulation, ordinance or code asset of any governmental entity (each a “Governmental Rule”), except where the violation would not, individually or in the aggregate, have a material adverse effect on the Company Businesssuch Seller; or (ef) require any consent, authorization, approval, exemption or other action by, or any filing, notification, registration or qualification with, any person individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or entity other entity, including any Governmental Authority (each a “"Person”"), except where Seller’s in each case as would not reasonably be expected to prevent or delay the Company’s failure to obtain consummation of the consenttransactions contemplated hereby, authorization, approval, 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 exemption, or the Company’s failure to take the action, or make the filing, registration or qualification, would not, individually or in the aggregate, have a material adverse effect on the Company Businessother Competition Laws.

No Breach, Default, Violation or Consent. The Except as set forth on Schedule 4.04 the execution, delivery and performance by Seller each Company Party of this Agreement and the Ancillary Agreements Transaction Documents to which Seller it is a party party, the consummation of the transactions contemplated hereby or thereby, and compliance by such Company Party with any of the provisions hereof or thereof, do not and will not: (a) violate the Company’s currently effective Articles of Incorporation or Bylaws; (b) materially violate, conflict with, 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 consent, authorization, approval, exemption or other action by, any Person under, or give to others any rights of termination or amendment under any of the Company Party Constituent Documents; (b) 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 Company Agreements (as defined below) Contract or any Company Permits (as defined below) or of any contract, agreement, instrument or document Business Permit to which the a Company Party is a party, party or by which any of the properties or assets of a Company or its assets Party are bound, except where the breach, default, non-consent, termination, acceleration, suspension, revocation, cancellation or amendment in each case as would not, individually or in the aggregate, have a not be material adverse effect on to the Company BusinessParties, taken as a whole; (c) breach breach, conflict with or otherwise violate any order, writ, judgment, injunction or decree issued by any governmental entity (each a “Governmental Order”) Order which names the a Company Party, is binding upon or is directed applicable to a Company Party or its assets, except in each case as would not be material to the Company or any of their respective assetsParties, except where the breach or violation would not, individually or in the aggregate, have taken as a material adverse effect on the Company Businesswhole; (d) breach, conflict with or violate any law, rule, regulation, ordinance or code of any governmental entity (each a “Governmental Rule”), except where the violation in each case as would not, individually or in the aggregate, have a not be material adverse effect on to the Company BusinessParties, taken as a whole; or (e) require any consent, authorization, approval, exemption or other action by, or any filing, notification, registration or qualification with, any person Person or entity (each a “Person”)Governmental Authority, except where Seller’s or the Company’s failure in each case as would not be material 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 the aggregate, have a material adverse effect on the Company BusinessParties, taken as a whole, and except for such filings and approvals as may be required under the HSR Act or other Competition Laws.