Common use of Transaction Not a Breach Clause in Contracts

Transaction Not a Breach. Except as set forth on Schedule 3.5, neither the execution and delivery of this Agreement or any Company Transaction Document by the Company nor the performance by the Company of the transactions contemplated hereby or thereby will: (a) violate or conflict with or result in a breach of any provision of any law, statute, rule, regulation, requirement, approval, order, permit, judgment, injunction, decree or other decision (collectively, “Rules”) of any Governmental Authority binding on the Company or the properties thereof, or conflict with or result in the breach of any of the terms, conditions or provisions thereof; (b) violate or conflict with or constitute (with or without notice or lapse of time or both) a default under the organizational or governing documents of the Company or any Permit, Grant or Contract; (c) constitute an event which would permit any party to terminate, modify, or accelerate the maturity of any Indebtedness or other obligation under, any Contract; (d) result in the creation or imposition of any Lien upon the Assets; (e) constitute an event which would permit any party to terminate or modify the terms of any Grant; or (f) require any Permit, authorization, consent, approval, exemption, or other action by or notice to any Person or Governmental Authority pursuant to any Rules of a Governmental Authority.