Common use of No Consents or Approvals; Absence of Conflicts Clause in Contracts

No Consents or Approvals; Absence of Conflicts. Except as may be required under the terms of the Operating Agreement, the execution and delivery of this Agreement and the Ancillary Instruments to which it is a party, the consummation of the transactions contemplated hereby and thereby and the performance by each of Caraustar and Seller of this Agreement and such Ancillary Instruments in accordance with their respective terms and conditions will not: (i) except for disclosures required to be made under the applicable rules and regulations of the Securities and Exchange Commission or the rules of any securities exchange or NASDAQ, require any notice to, filing or registration with, or permit, license, variance, waiver, exemption, franchise, order, consent, authorization or approval of, any Governmental Authority or any other Person; (ii) assuming that the consent(s) referenced in Section 2.5(c)(iv) have been obtained, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any Lien on the PBL Membership Interest held by Seller or upon the assets, properties or business of the Joint Venture under any of the terms, conditions and provisions of any contract or other agreement to which Caraustar or Seller is a party or to which Caraustar or Seller or any Membership Interest held by Seller are bound or subject or result in the creation of any Lien on the Membership Interest held by Seller or upon the assets, properties or business of the Joint Venture; (iii) violate any judgment, ruling, order, writ, injunction, award, decree, statute, law, ordinance, code, rule or regulation of any Governmental Authority that is applicable to Caraustar or Seller or to the Membership Interest held by Seller; or (iv) violate the certificate/articles of incorporation or bylaws of Caraustar or Seller or the Operating Agreement.

No Consents or Approvals; Absence of Conflicts. Except as may be required under the terms of the Operating Partnership Agreement, the execution and delivery of this Agreement and the Ancillary Instruments to which it is a party, the consummation of the transactions contemplated hereby and thereby and the performance by each of Caraustar and Seller Sellers of this Agreement and such Ancillary Instruments in accordance with their respective terms and conditions will not: (i) except for disclosures required to be made under the applicable rules and regulations of the Securities and Exchange Commission or the rules of any securities exchange or NASDAQ, require any notice to, filing or registration with, or permit, license, variance, waiver, exemption, franchise, order, consent, authorization or approval of, any Governmental Authority or any other Personperson; (ii) assuming that the consent(s) referenced in Section 2.5(c)(iv) have been obtained, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any Lien on the PBL Membership Partnership Interest held by Seller or upon the assets, properties or business of the Joint Venture Partnership under any of the terms, conditions and provisions of any contract or other agreement to which Caraustar or any Seller is a party or to which Caraustar or any Seller or any Membership Partnership Interest held by Seller are bound or subject subject, other than such violations, conflicts or breaches as would not, individually or in the aggregate, have a Partnership Material Adverse Effect, or result in the creation of any Lien on the Membership Partnership Interest held by Seller or upon the assets, properties or business of the Joint Venture; Partnership (iii) violate any judgment, ruling, order, writ, injunction, award, decree, statute, law, ordinance, code, rule or regulation of any Governmental Authority that is applicable to Caraustar or any Seller or to the Membership Partnership Interest held by any Seller; , other than such violations as would not, individually or in the aggregate, have a Partnership Material Adverse Effect or have a Material Adverse Effect on Caraustar and the Sellers, taken as a whole, or (iv) violate the certificate/articles of incorporation incorporation, certificate/articles of formation, bylaws or bylaws limited liability company agreement of Caraustar or any Seller or the Operating Partnership Agreement.

No Consents or Approvals; Absence of Conflicts. Except as may be required under the terms of the Operating Partnership Agreement, the execution and delivery of this Agreement and the Ancillary Instruments to which it is a party, the consummation of the transactions contemplated hereby and thereby and the performance by each of Caraustar and Seller Purchaser of this Agreement and such Ancillary Instruments in accordance with their respective terms and conditions will not: (i) except for disclosures required to be made under the applicable rules and regulations of the Securities and Exchange Commission commission or the rules of any securities exchange or NASDAQ, require any notice to, filing or registration with, or permit, license, variance, waiver, exemption, franchise, order, consent, authorization or approval of, any Governmental Authority or any other Personperson; (ii) assuming that the consent(s) consents referenced in Section 2.5(c)(iv2.5(b)(v) have been obtained, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any Lien on the PBL Membership Interest held by Seller or upon any of the assets, properties or business businesses of the Joint Venture any Purchaser under any of the terms, conditions and or provisions of any contract or other agreement to which Caraustar or Seller any Purchaser is a party or to which Caraustar or Seller or any Membership Interest held by Seller are bound or subject or result in the creation of any Lien on the Membership Interest held by Seller or upon the assets, properties or business businesses of any Purchaser are bound or subject, other than such violations, conflicts or breaches as would not, individually or in the Joint Venture; aggregate, have a Partnership Material Adverse Effect (iii) violate any judgment, ruling, order, writ, injunction, award, decree, statute, law, ordinance, code, rule or regulation of any Governmental Authority that is applicable to Caraustar either Purchaser or Seller any of its assets, properties or to businesses, other than such violations as would not, individually or in the Membership Interest held by Seller; aggregate, have a Partnership Material Adverse Effect or have a material adverse effect on any Purchaser, or (iv) violate the certificate/articles certificate of incorporation or bylaws of Caraustar or Seller either Purchaser or the Operating Partnership Agreement.

No Consents or Approvals; Absence of Conflicts. Except as may be required under the terms of the Operating Agreement, the execution and delivery of this Agreement and the Ancillary Instruments to which it is a party, the consummation of the transactions contemplated hereby and thereby and the performance by each of Caraustar and Seller Purchaser of this Agreement and such Ancillary Instruments in accordance with their respective terms and conditions will not: (i) except for disclosures required to be made under the applicable rules and regulations of the Securities and Exchange Commission commission or the rules of any securities exchange or NASDAQ, require any notice to, filing or registration with, or permit, license, variance, waiver, exemption, franchise, order, consent, authorization or approval of, any Governmental Authority or any other Person; (ii) assuming that the consent(s) consents referenced in Section 2.5(c)(iv2.5(b)(v) have been obtained, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any Lien on the PBL Membership Interest held by Seller or upon any of the assets, properties or business businesses of the Joint Venture under Purchaser under, any of the terms, conditions and or provisions of any contract or other agreement to which Caraustar or Seller Purchaser is a party or to which Caraustar or Seller or any Membership Interest held by Seller are bound or subject or result in the creation of any Lien on the Membership Interest held by Seller or upon the assets, properties or business businesses of the Joint Venture; Purchaser are bound or subject, (iii) violate any judgment, ruling, order, writ, injunction, award, decree, statute, law, ordinance, code, rule or regulation of any Governmental Authority that is applicable to Caraustar Purchaser or Seller any of its assets, properties or to the Membership Interest held by Seller; businesses, or (iv) violate the certificate/articles certificate of incorporation or bylaws of Caraustar or Seller Purchaser or the Operating Agreement.