Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with, or result in a breach of, any provision of the Organizational Documents of Tribute; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Liens upon any of the properties or assets of Tribute or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute or any of its Subsidiaries is a party; (iii) violate any Laws applicable to Tribute or any of its Subsidiaries or any of their respective properties or assets; or (iv) require any action or consent or approval of, or review by, or registration or filing by Tribute or any of its Affiliates with, any third party or any Governmental Authority, other than registrations or other actions required under federal and state securities Laws as are contemplated by this Agreement.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute the Company nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with, or result in a breach of, any provision of the Organizational Documents Notice of TributeArticles and Articles of the Company; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Liens upon any of the properties or assets of Tribute the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute the Company or any of its Subsidiaries is a party; (iii) violate any Laws applicable to Tribute the Company or any of its Subsidiaries or any of their respective properties or assets; or (iv) require any action or consent or approval of, or review by, or registration or filing by Tribute or any of its Affiliates with, any third party or any Governmental Authority, other than registrations or other actions required under federal and state securities Laws and the Canadian Securities Laws as are contemplated by this AgreementAgreement or any post-closing notice filings required under applicable United States federal or state securities laws.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute the Company nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with, or result in a breach of, any provision of the Organizational Documents Articles of TributeIncorporation, or By-Laws, of the Company; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Liens upon any of the properties or assets of Tribute the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute the Company or any of its Subsidiaries is a party; (iii) violate any Laws applicable to Tribute the Company or any of its Subsidiaries or any of their respective properties or assets; or (iv) require any action or consent or approval of, or review by, or registration or filing by Tribute or any of its Affiliates with, any third party or any Governmental Authority, other than registrations or other actions required under federal and state securities Laws and the Canadian Securities Laws as are contemplated by this AgreementAgreement or any post-closing notice filings required under applicable United States federal or state securities laws.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute the Company nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with, or result in a breach of, any provision of the Organizational Documents Memorandum and Articles of TributeAssociation of the Company; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Liens upon any of the properties or assets of Tribute the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute the Company or any of its Subsidiaries is a party; (iii) violate any Laws applicable to Tribute the Company or any of its Subsidiaries or any of their respective properties or assets; or (iv) require any action or consent or approval of, or review by, or registration or filing by Tribute or any of its Affiliates with, any third party or any Governmental Authority, other than registrations or other actions required under federal and state securities Laws and the Canadian Securities Laws as are contemplated by this AgreementAgreement or any post-closing notice filings required under applicable United States federal or state securities laws.

Conflicts; Consents and Approvals. Neither Except as set forth on Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Tribute the Company, nor the consummation of the transactions contemplated by this Agreement hereby, will: (ia) conflict with, or result in a breach of, any provision of the Organizational Documents of Tribute; (ii) violate, or conflict with, or result in a breach of any provision of, the Company Certificate or the Company Bylaws; (b) materially violate or conflict with, or result in a material breach of any provision of, or constitute a material default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Liens material Encumbrance upon any of the properties or assets of Tribute or any of its Subsidiaries the Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute the Company is a party, including without limitation, any contract (c) materially violate any (i) order, writ, injunction, decree, ruling, assessment, arbitration, or award of any governmental authority or arbitrator or (ii) applicable laws relating to the Company or any of its Subsidiaries is a party; (iii) violate any Laws applicable to Tribute or any of its Subsidiaries or any of their respective properties or assets; or (ivd) require any action or consent or approval of, or review by, or registration or filing by Tribute the Company or any of its Affiliates affiliates with, any third party or any Governmental Authoritygovernmental authority, other than (i) registrations or other actions required under federal and state securities Laws as are contemplated by this Agreementlaws and (ii) the filing of the Certificate of Merger with the Delaware Secretary of State.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute Pozen nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with, or result in a breach of, any provision of the Organizational Documents of TributePozen; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Liens upon any of the properties or assets of Tribute Pozen or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute Pozen or any of its Subsidiaries is a party; (iii) violate any Laws applicable to Tribute Pozen or any of its Subsidiaries or any of their respective properties or assets; or (iv) require any action or consent or approval of, or review by, or registration or filing by Tribute Pozen or any of its Affiliates with, any third party or any Governmental Authority, other than registrations or other actions required under federal and state securities Laws as are contemplated by this Agreement.

Conflicts; Consents and Approvals. Neither the execution and delivery deliver of this Agreement by Tribute Affordable nor the consummation of the transactions contemplated by this Agreement contemplate hereby will: (ia) conflict with, or result in a breach of, violate any provision of the Organizational Documents Articles of Tribute;Incorporation or the Bylaws of Affordable. (iib) violate, or conflict with, or result in a breach of any provision of, ,or constitute a default (or an event which, with the giving of notice, notice the passage of time or ( otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, 'accelerate, adversely modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any Liens lien, security interest, charge or encumbrance upon any of the properties or assets of Tribute or any of its Subsidiaries Affordable under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, undertakini agreement, lease or other instrument or obligation to which Tribute Affordable is a party or by which any of its Subsidiaries is a partyproperties or assets may be bound; (iiic) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to Tribute or any of its Subsidiaries Affordable or any of their respective properties or assets; or (ivd) require any action or consent or approval of, or by review by, or registration or filing by Tribute Affordable or any of its Affiliates with, affiliates with any third party or any a Governmental Authority, other than registrations or other actions the filings of the Articles of Merger as required under federal and state securities Laws as are contemplated by this Agreement.the NGCL;

Conflicts; Consents and Approvals. Neither the execution and delivery by the Purchaser, of this Agreement by Tribute or the Transaction Documents to which the Purchaser is a party, nor the consummation of the transactions contemplated by this Agreement willhereby: (ia) conflict conflicts with, or result results in a breach of any provision of, any provision the organizational documents of the Organizational Documents of TributePurchaser; (iib) violateviolates, or conflict conflicts with, or result results in a breach of any provision of, or constitute constitutes a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle entitles any party Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or gives rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Liens Encumbrance upon any of the properties or assets of Tribute or any of its Subsidiaries under, the Purchaser under any of the terms, conditions or provisions of (i) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which Tribute the Purchaser is a party or to which any of its Subsidiaries properties or assets are bound or (ii) any permit, registration, approval, license or other authorization or filing to which the Purchaser is a partysubject or to which any of its properties or assets is subject, that would, individually or in the aggregate, be reasonably likely to prevent or materially impede or delay the consummation by the Purchaser, of the transactions contemplated by this Agreement; (iiic) violate requires any Laws action, consent or approval of any non-governmental third party other than any such action, consent or approval the failure to obtain which would not, individually or in the aggregate, be reasonably likely to prevent or materially impede or delay the consummation by the Purchaser, as applicable, of the transactions contemplated by this Agreement; (d) violates any material order, writ, or injunction, decree or Law applicable to Tribute or any of its Subsidiaries or any of their respective properties or assetsthe Purchaser; or (ive) require requires any action or material action, consent or approval of, or review by, or registration or filing by Tribute or any of its Affiliates the Purchaser with, any third party or any Governmental Authority, other than registrations or other actions required under federal and state securities Laws as are contemplated by this Agreement.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute the Company nor the consummation of the transactions contemplated by this Agreement will: (ia) conflict with, or result in a breach of, any provision of the Organizational Documents organizational documents of Tributethe Company; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Liens liens upon any of the properties or assets of Tribute the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute the Company or any of its Subsidiaries is a party; (iiic) violate any Laws applicable to Tribute the Company or any of its Subsidiaries or any of their respective properties or assets; or (ivd) require any action or consent or approval of, or review by, or registration or filing by Tribute the Company or any of its Affiliates with, any third party or any Governmental Authority, other than registrations or other actions required under U.S. federal and state securities Laws and the Canadian Securities Laws as are contemplated by this Agreement.

Conflicts; Consents and Approvals. Neither Except as set forth on Schedule 4.3, the execution and delivery by the Buyer of this Agreement the Transaction Documents and any other documents or instruments contemplated hereby, the performance by Tribute nor the Buyer of its obligations hereunder and thereunder, and the consummation by the Buyer of the transactions contemplated by this Agreement willhereby and thereby, do not and will not: (ia) violate or conflict with, with or result in a breach of, of any provision of the Organizational Documents Certificate of TributeOrganization of the Buyer; (iib) violaterequire any consent, approval or notice under, or conflict with, or result in a violation or breach of any provision of, or constitute (with or without the giving of notice or the lapse of time or both) a default (or an event whichgive rise to any right of termination, with the giving of noticemodification, the passage of time cancellation or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, acceleration or result in the creation or imposition of any Liens Encumbrance upon any the property of the properties or assets of Tribute or any of its Subsidiaries Buyer) under, any of the terms, conditions or provisions of any (i) note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease agreement or other instrument or obligation to which Tribute the Buyer is a party or by which any portion of its Subsidiaries is a partyproperties or assets may be bound, or (ii) permit, license, approval, franchise or other governmental or regulatory authorization held or used by or binding on the Buyer; (iiic) violate or contravene any Laws applicable to Tribute law, statute, rule or regulation, or any of its Subsidiaries order, writ, judgment, injunction, decree, determination or any of their respective properties or assetsaward currently in effect; or (ivd) require any action action, consent, approval or consent or approval authorization of, or review by, or declaration, registration or filing by Tribute with, or notice to, any Authority, or any of its Affiliates with, any third party stock exchange or any Governmental Authority, other than registrations or other actions required under federal and state securities Laws as are contemplated by this Agreementsimilar self-regulatory organization.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute Composite nor the consummation of the transactions contemplated by this Agreement hereby will: (ia) conflict with, or result in a breach of, violate any provision of the Organizational Documents Articles of TributeIncorporation of the Bylaws of Composite; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any Liens lien, security interest, charge or encumbrance upon any of the properties or assets of Tribute or any of its Subsidiaries Composite under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, undertaking agreement, lease or other instrument or obligation to which Tribute Composite is a party or by which any of its Subsidiaries is a party;their respective properties or assets may be bound: (iiic) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to Tribute or any of its Subsidiaries Composite or any of their respective properties or assets; or (ivd) require any action or consent or approval of, . or review by, or registration or filing by Tribute Composite or any of its Affiliates with, affiliates with any third party or any Governmental Authorityan court, other than registrations arbitral tribunal, administrative agency or commission or other actions governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"),other than the filings of the Articles of Merger as required under federal and state securities Laws as are contemplated by this Agreement.the NGCL;

Conflicts; Consents and Approvals. Neither the The execution and delivery --------------------------------- of this Agreement by Tribute nor Buyer and the consummation by Buyer of the transactions contemplated by in this Agreement willwill not: (ia) conflict with, or result in a breach of, any provision of the Organizational Documents of Tribute; (ii) violate, Violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any third party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify accelerate or call a default under, or result in the creation of any Liens lien, security interest, charge or encumbrance upon any of the properties or assets of Tribute ADP or any of its Subsidiaries under, IPC under any of the terms, conditions or provisions of the certificate or articles of incorporation or bylaws, each as amended to date, of ADP and IPC, respectively, or any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute ADP or any of its Subsidiaries IPC is a partyparty and which is material to ADP or IPC; (iiib) violate Violate any Laws order, writ, injunction, decree, statute, rule or regulation, applicable to Tribute ADP or any of its Subsidiaries IPC or any of their respective properties or assets; or (ivc) require Require any action or consent or approval of, or review by, or registration or filing by Tribute or any of its Affiliates with, with any third party party, court or any Governmental Authoritygovernmental body or other agency, instrumentality or authority, other than registrations or other actions required under such actions, if any, taken in respect of federal and state securities Laws laws as are may be contemplated by this Agreement.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute CTP and Subcorp nor the consummation of the transactions contemplated by this Agreement hereby will: : (ia) conflict with, or result in a breach of any provision of, any provision CTP or Subcorp's certificate of the Organizational Documents of Tribute; incorporation or by-laws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Liens Lien upon any of the properties or assets of Tribute CTP or any of its Subsidiaries Subcorp under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute CTP or any of its Subsidiaries Subcorp is a party; party or by which CTP or Subcorp is bound; (iiic) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to Tribute CTP or any of its Subsidiaries Subcorp or any of their respective properties or assets; or or (ivd) require any action or consent or approval of, or review by, or registration or filing by Tribute CTP or Subcorp or any of its their respective Affiliates with, any third party or any Governmental AuthorityEntity, other than the filing of the Certificate of Merger and registrations or other actions required under federal and state securities Laws laws as are contemplated by this Agreement.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute the Company nor the consummation of the transactions contemplated by this Agreement hereby will: (ia) conflict with, with or result in a breach of, violate any provision of the Organizational Documents Certificate of TributeIncorporation or Bylaws (or any similar organizational document) of the Company or any subsidiary of the Company; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, result in the loss of any benefit under, result in the termination, acceleration or cancellation of, or result in the creation of any Liens upon lien, security interest, charge or encumbrance upon, any of the properties or assets of Tribute the Company or any of its Subsidiaries under, subsidiaries under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute the Company or any of its Subsidiaries subsidiaries is a partyparty or by which any of their respective properties or assets may be bound; (iiic) violate any Laws order, writ, injunction, decree, statute, rule or regulation, applicable to Tribute the Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets; or (ivd) require any action or consent or approval of, or review by, or registration or filing by Tribute the Company or any of its Affiliates affiliates with, any third party or any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than registrations or other actions required under federal and state securities Laws as are contemplated by this Agreement.(i) actions