Non-contravention definition
Non-contravention. Neither the execution and delivery of this Agreement nor the completion and performance of the Transaction and obligations contained in this Agreement will result in a breach of or default under, or be contrary to, any of the provisions of the Charter Documents of the Vendor or, to the best of the Vendor’s knowledge, any Encumbrance, indenture, Contract, agreement or instrument to which the Vendor is a party or by which the Vendor is bound.
Non-contravention. Except as set forth in Schedule B.06 of the Disclosure Schedule, the execution, delivery and performance by the Seller of this Agreement, the Supply Agreement, the Interim Services Agreement, the CE Facility Lease and the Sanders Sublease, and the consummation of the Contemplated Transactions, ▇▇ ▇▇▇ and will not (i)(A) contravene or conflict with the charter (or certificate of incorporation, as the case may be) or bylaws of the Seller or CE, (B) assuming compliance with the matters referred to in Section B.05, contravene or conflict with or constitute a violation of any provisions of any Applicable Law, rule, regulation, judgment, injunction, order or decree binding upon or applicable to the Business; (C) assuming compliance with the matters referred to in Section B.05, constitute a default under or give rise to any right of termination, cancellation or acceleration of, or to a loss of any benefit relating to the Business to which the Seller or CE is entitled under any provision of any Contract, agreement or other instrument binding upon the Seller or CE, or by which any of the assets of CE is or may be bound, except, in the case of clauses (i)(B) and (i)(C), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that could not reasonably be expected to have a Material Adverse Effect on the Business or (ii) result in the creation or imposition of any Lien on any assets of CE, other than Permitted Liens.