Common use of No Defaults or Conflicts Clause in Contracts

No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements by the Company, performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby: (i) do not result in any violation of the certificate of incorporation or by-laws, or other equivalent organizational document, of any Acquired Company; and (ii) except as set forth in Schedule 4.5, as of the Effective Time, do not require any consent or approval under, do not conflict with, or result in a breach of any of the terms or provisions of or any loss of benefit under, or constitute a default under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any Acquired Company under: (A) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which such Acquired Company is a party or by which it may be bound or to which a portion of its respective properties may be subject; or (B) any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Acquired Company or any of its respective properties or assets; provided, however, that no representation or warranty is made in the foregoing clause (ii) with respect to matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby by the Company, Company and performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby: (i) do not result in any violation of the certificate of incorporation (a) contravene or by-laws, or other equivalent organizational document, of any Acquired Company; and (ii) except as set forth in Schedule 4.5, as of the Effective Time, do not require any consent or approval under, do not conflict with, or result in a any violation or breach of, the Organizational Documents of the Company or any Company Subsidiary; (b) contravene or conflict with, or result in any violation or breach of any of the terms or provisions of or any loss of benefit underof, or constitute a default (with or without notice or lapse of time or both) under, give rise to a termination or modification right under, create or accelerate any of the obligations under, or give to others create an Encumbrance on any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Acquired Company under: (A) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which such Acquired Company is a party or by which it may be bound or to which a portion of its respective properties may be subjectSubsidiaries pursuant to, any Company Contract; or (Bc) assuming that all Governmental Authorizations in Section 4.6 have been obtained or made, result in any violation or breach of any existing applicable law, rule, regulation, judgment, order Law or decree Order of any Governmental Authority having jurisdiction over such Acquired the Company, the Company Subsidiaries or any of its their respective properties or assetsproperties; provided, however, that no representation or warranty is made in the foregoing clause clauses (iib) or (c) with respect to matters thatthat would not, individually or in the aggregate, would not reasonably be expected to result in be material to the Company and the Company Subsidiaries, taken as a Material Adverse Effectwhole, or materially impair the ability of the Company to consummate the transactions contemplated hereby.

No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby by the Company, Company and performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby: (i) do not (a) result in any violation of the certificate of incorporation or by-lawslimited liability company agreement, or other equivalent organizational documentdocuments, of the Company or any Acquired CompanyCompany Subsidiary; and (iib) except as set forth in Schedule 4.5, as of the Effective Time, do not require any consent or approval under, do not conflict with, or result in a breach of, create in any party thereto the right to terminate or cancel, accelerate, require any consent under, require the offering or making of any of the terms payment or provisions of or any loss of benefit redemption under, or constitute a default under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation or imposition of any lien, charge or encumbrance upon Encumbrance (other than a Permitted Encumbrance) on any property or assets asset of the Company or any Acquired of the Company under: (A) Subsidiaries under any noteof the terms or provisions of, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which such Acquired Company is constitute a party or by which it may be bound or to which a portion of its respective properties may be subjectdefault under any Material Contract; or (Bc) violate any existing applicable law, rule, regulationLaw, judgment, order or decree of any Governmental Authority having jurisdiction over such Acquired the Company, the Company Subsidiaries or any of its their respective properties or assetsproperties; provided, however, that no representation or warranty is made in the foregoing clause clauses (iib) with respect to matters thatthat would not, individually or in the aggregate, would not reasonably be expected to result in be material to the Company and the Company Subsidiaries, taken as a Material Adverse Effectwhole.

No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements by the Company, performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby by the Companies and thereby: performance by the Companies of its obligations hereunder (i) do does not result in any material violation of the certificate Articles of incorporation or by-lawsIncorporation, Articles of Organization, bylaws, or operating agreements (or other equivalent comparable organizational document, documents) of any Acquired Companythe Companies or the Fabri-Kal Subsidiaries; and (ii) except as set forth in Schedule 4.5, as Section 5.5 of the Effective TimeDisclosure Schedule, do not require any consent or approval under, do does not conflict with, or result in a breach of any of the terms or provisions of or any loss of benefit underof, or constitute a default under (or an event which, with or without notice or lapse of time or both, would constitute a default under), or give to others any right of result in the termination, vestingmodification, amendmentcancellation, acceleration or cancellation ofloss of any material benefit to which the Companies and/or the Fabri-Kal Subsidiaries are entitled under, any Material Contract; (iii) does not violate any existing applicable Law, judgment, order, decree or other restriction of any Governmental Authority having jurisdiction over the Companies, the Fabri-Kal Subsidiaries or any of their respective assets or properties; or (iv) result in the creation or imposition of any lien, charge or encumbrance upon Encumbrance on any property or assets asset of the Companies or the Fabri-Kal Subsidiaries, except for any Acquired Company under: (A) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or Permitted Encumbrances; other instrument or obligation to which such Acquired Company is a party or by which it may be bound or to which a portion of its respective properties may be subject; or (B) any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Acquired Company or any of its respective properties or assets; provided, however, that no representation or warranty is made than in the case of the foregoing clause clauses (ii) with respect to matters thator (iii), as would not, individually or in the aggregate, would not reasonably be expected to result in be material to the Companies and the Fabri-Kal Subsidiaries, taken as a Material Adverse Effectwhole.

No Defaults or Conflicts. The execution authorization, execution, delivery and delivery of this Agreement and the Ancillary Agreements by the Company, performance by the Company of its obligations hereunder this Agreement and thereunder each Transaction Document to which it is a party and the consummation by the Company and the Company Subsidiaries of the transactions contemplated hereby Contemplated Transactions do not and therebywill not: (ia) do not assuming the taking of each action by (including obtaining each necessary authorization, consent or approval), or in respect of, and the making of all necessary filings with, Governmental Authorities, in each case as disclosed on Schedule 5.4, conflict with or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Law applicable to the Company, the Company Subsidiaries, the Business or the Assets; or (b) conflict with, or result in any violation or breach of, or default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration or the loss of any benefit under, or cause the Company to incur any Change of Control Payment obligation under, or require any consent, approval or waiver from or notice to any Person (except for any Governmental Authorities for which the representations in Section 5.4 are applicable) (whether after the giving of notice, lapse of time or both) pursuant to, or result in the creation of any Encumbrance upon or forfeiture of any of the certificate rights, properties, Equity Interests or Assets of incorporation the Company or by-lawsany Company Subsidiary under, any of the terms, conditions or other equivalent organizational documentprovisions of (i) the Organizational Documents of the Company, of any Acquired Company; and (ii) except as set forth in on Schedule 4.55.3, as of the Effective Time, do not require any consent or approval under, do not conflict withMaterial Contract, or result in a breach of any of the terms or provisions of or any loss of benefit under, or constitute a default under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any Acquired Company under: (Aiii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which such Acquired Company is a party or by which it may be bound or to which a portion of its respective properties may be subject; or (B) any existing applicable lawLaw, rule, regulation, judgment, order or decree of any Governmental Authority Order having jurisdiction over such Acquired Company or any of its respective properties or assetsthe Company; provided, however, that no representation or warranty is made in the foregoing clause clauses (ii) or (iii) with respect to matters that, individually or in the aggregate, would not reasonably be expected materially adverse to result in the Company and the Company Subsidiaries, taken as a Material Adverse Effectwhole, or to the ability of the Company and the Company Subsidiaries to consummate the Contemplated Transactions.

No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby by the Company, Company and performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby: (ia) do does not conflict with or result in any violation of the certificate applicable Organizational Documents of incorporation the Company or by-laws, or other equivalent organizational document, of any Acquired Companythe Stockholders Agreement; and (iib) except as set forth in on Schedule 4.54.5(b), as of the Effective Time, do not require any consent or approval under, do does not conflict with, or result in a breach of any of the terms or provisions of or any loss of benefit underof, or constitute a default or an event that, with or without notice or lapse of time or both, would become a default under any Material Contract or Lease or result in or permit the termination of any provision of, or result in or permit the acceleration of the maturity, cancellation of performance of any obligation under, or give to others any result in the loss of a right of termination, vesting, amendment, acceleration or cancellation ofbenefit under, or result in the creation or imposition of any lien, charge or encumbrance Encumbrance (other than Permitted Encumbrances) of any nature whatsoever upon any assets or property of the Company Group, or assets of give to others any Acquired Company interests or rights therein under: , any Material Contract or Lease; and (Ac) does not conflict with or violate in any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which such Acquired Company is a party or by which it may be bound or to which a portion of its respective properties may be subject; or (B) respect any existing applicable law, rule, regulationLaw, judgment, order or decree of any Governmental Authority having jurisdiction over such Acquired the Company, the Company Subsidiaries or any of its their respective properties or assets; providedproperties, however, that no representation or warranty is made except in the foregoing clause case of clauses (iib) with respect to matters thator (c) for such conflicts, breaches, defaults, terminations, accelerations, cancellations, loss of rights or benefits and Encumbrances that would not, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse EffectEffect or materially impair or delay the Company’s ability to effect the transactions contemplated hereby.