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 Except as set forth on Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Tribute nor the consummation of the transactions contemplated by this Agreement will: (ia) conflict with, or result in a breach of any provision of, any provision of the Organizational Documents of TributeCompany’s Certificate or the Company’s Bylaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a 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 Person (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, security interest, charge or encumbrance upon any of the properties or assets of Tribute the Company or any of its Subsidiaries 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 subsidiaries is a party; (iiic) violate violate, or conflict with, any Laws applicable to Tribute or any of its Subsidiaries or any of their respective properties or assetsApplicable Law; 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 Authority, other than (i) the Company Stockholder Approval, (ii) actions required by the HSR Act and Foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities Laws as are contemplated by this Agreementlaws, and (iv) the filing with the Delaware Secretary of State of the Certificate of Merger; except in the case of clauses (b), (c) and (d) above for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

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 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 Subject to the Requisite Company Vote, neither the execution and delivery of this Agreement by Tribute Agreement, nor the consummation of the transactions contemplated by this Agreement willhereby shall: (ia) conflict with, or result in a breach of any provision of, any provision of the Organizational Documents of TributeCompany Certificate or the Company Bylaws; (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, security interest or encumbrance upon any of the properties or assets of Tribute the Company under, or any of its Subsidiaries result in a material payment or other material obligation 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 partyMaterial Contract; (iiic) violate any Laws order, writ, injunction, decree, statute, rule or regulation 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 local, domestic, foreign or any multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than registrations (A) approval of the Merger Agreement and the Merger by the Requisite Company Vote, (B) registrations, filings, consents, approvals or other actions required under federal and state securities Laws, and (C) the filings required under the HSR Act and foreign Antitrust Laws as are contemplated by this Agreementpursuant to Section 5.3(a) and the expiration of the waiting periods required in connection therewith.

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 of this Agreement by Tribute Target 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 of the Organizational Documents of TributeTarget Articles or the Target Bylaws; (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, security interest, charge or encumbrance upon any of the properties or assets of Tribute or any of its Subsidiaries Target 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 Target is a party; (iiic) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to Tribute or any of its Subsidiaries or any of their respective properties or assetsTarget; or (ivd) require any action or consent or approval of, or review by, or registration or filing by Tribute Target or any of its Affiliates with, any third party or any Governmental Authoritygovernmental entity, other than registrations (i) authorization of the Merger and the transactions contemplated hereby by Target Shareholders, (ii) filings by Target with the Secretary of State of the State of California necessary to consummate the Merger, and (iv) consents or other actions required under federal approvals of any governmental entity set forth in Section 3.5 to the Target Disclosure Schedule; except in the case of clause (ii) and state securities Laws as (iii) for any of the foregoing that are set forth in Section 3.5 of the Target Disclosure Schedule or that would not individually or in the aggregate have a Material Adverse Effect on Target or upon the ability of the Parties to consummate the transactions contemplated by this Agreementhereby.

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 nor delivery of this Agreement by Tribute CIH 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, Violate 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 time, or otherwiseboth, would constitute a default) under, or entitle any third party (with the giving of notice, the passage of time time, or otherwiseboth) to terminate, accelerate, adversely modify accelerate 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, under any of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of CIH or any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation of CIH which would have a material adverse effect on the ability of CIH to which Tribute or any of its Subsidiaries is a partyconsummate the transactions contemplated by this Agreement; (iiib) violate Violate any Laws order, writ, injunction, decree, statute, rule, or regulation applicable to Tribute CIH or any of its Subsidiaries or any of their respective properties or assetsassets which would have a material adverse effect on the ability of CIH to consummate the transactions contemplated by this Agreement; or (ivc) require Require CIH to obtain 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 Authority, other than registrations governmental body or other actions required under federal and state securities Laws as are contemplated by this Agreementagency, instrumentality or authority.

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 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 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

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 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;