Compliance; Conflicts Clause Samples
The "Compliance; Conflicts" clause requires parties to adhere to all applicable laws, regulations, and internal policies relevant to the agreement. It typically obligates each party to ensure their actions under the contract do not violate legal requirements or create conflicts of interest, and may require disclosure or resolution of any such conflicts if they arise. This clause serves to protect both parties by promoting lawful conduct and transparency, thereby reducing the risk of legal disputes or regulatory penalties.
Compliance; Conflicts. (a) The Company is not in violation or default (i) of any provisions of the Company’s Certificate of Organization and the Company Operating Agreement, (ii) of any Order, or (iii) under any Material Contract.
(b) Neither the execution and delivery of this Agreement or any other Transaction Agreement, nor the consummation of the transactions contemplated by this Agreement or any other Transaction Agreement, will (i) contravene, conflict with, or result in a violation of any Law (other than Federal Marijuana Laws) or Order to which the Company or any of its assets may be subject; (ii) contravene, conflict with, or result in a violation or breach of any provision of the Company’s Organizational Documents; (iii) contravene, conflict with, or result in a violation or breach of any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract; (vi) result in the imposition or creation of any Lien upon or with respect to the Company Interests or the Company’s assets, except for Permitted Liens or those Liens expressly created through this Agreement, if any; (v) except as set forth on Schedule 44.11(b)(v), require the consent, notice or other action by any Person under any (A) Material Contract to which the Company is bound or to which any of its properties and assets are subject, or (B) any Material License, except, in the case of clauses (i) and (iii)- (v) of this Section 4.11(b) as would not reasonably be expected to have a Company Material Adverse Effect.
Compliance; Conflicts. Each Party and its Affiliates and their respective employees and agents will comply in all material respects with all Applicable Laws that pertain to its activities under this Agreement and, except as otherwise provided herein, will bear the entire cost and expense of such compliance. The Parties will not, directly or indirectly, take any action (including the grant of any right or the undertaking of any obligation) that is in conflict with any provision of this Agreement.
Compliance; Conflicts. The Agent and Owner will timely comply with applicable provisions of the Loan Documents and other applicable Program Requirements (including, but not limited to the terms and conditions of the Management Agreement and of this Agreement and the Operating Agreement). In the event of any conflict among the various Loan Documents or the Loan Documents with any other applicable documents, the terms of the Operating Agreement will prevail.
Compliance; Conflicts. In rendering the Services hereunder, Consultant shall obtain and maintain all necessary or appropriate licenses, permits and registrations and shall comply with all applicable laws and regulations and policies of Image Newco. Consultant shall not pursue any business opportunities that constitute or may constitute or appear to constitute a conflict of interest or which materially interfere with, delay, jeopardize or otherwise conflict with Consultant's duties under this Agreement, without the prior written consent of the Chief Executive Officer of Image Newco, which consent (in the case of possible or apparent conflicts (as distinguished from actual conflicts)) shall not be unreasonably withheld.
Compliance; Conflicts. In rendering the Services hereunder, Consultant shall obtain and maintain all necessary or appropriate licenses, permits and registrations and shall comply with all applicable laws and regulations and policies of Company. Consultant shall not pursue any business opportunities that constitute or may constitute or appear to constitute a conflict of interest or which materially interfere with, delay, jeopardize or otherwise conflict with Consultant's duties under this Agreement.
Compliance; Conflicts. Owner will timely comply with applicable provisions of the Operating Agreement and other applicable Program Requirements (including, but not limited to the terms and conditions of this Agreement and other Loan Documents. In the event of any conflict among the various Loan Documents or the Loan Documents with any other applicable documents, the terms of the Operating Agreement will prevail.