Common use of Authorization No Conflicts Etc Clause in Contracts

Authorization No Conflicts Etc. The execution, delivery --------------------------------- and performance of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby by Buyer have been duly authorized by all requisite corporate action on the part of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Agreements. This Agreement has been duly executed and delivered by Buyer and (assuming the due authorization, execution and delivery hereof by Seller) is a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. The other Transaction Agreements to be executed and delivered by Buyer will be duly executed and delivered by Buyer at the Closing and (assuming the due authorization, execution and delivery thereof by Seller) will be valid and binding obligations of Buyer and the BWAY Parent Guarantee will constitute a valid and binding obligation of BWAY Corporation, in each case enforceable against Buyer in accordance with their terms. The execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby by Buyer will not: (a) violate any provisions of law applicable to Buyer; (b) with or without the giving of notice and/or the passage of time, conflict with or result in the breach of any provision of the Certificate of Incorporation or Bylaws of Buyer or any material instrument, license, agreement, arrangement, indenture or commitment to which Buyer is a party or by which any of its assets or properties are bound; or (c) constitute a violation of any order, judgment or decree to which Buyer is a party or by which any of its assets or properties are bound.

Authorization No Conflicts Etc. Purchaser has all requisite --------------------------------- corporate power and authority to enter into this Agreement and the other agreements and instruments contemplated hereby and thereby to which it is a party and to carry out the transactions contemplated hereby and thereby. The execution, delivery --------------------------------- and performance of this Agreement the Transaction Agreements other agreements and instruments contemplated hereby and thereby and the consummation of the transactions contemplated hereby and thereby by Buyer Purchaser have been or prior to the Closing will be duly authorized by all requisite corporate action on the part of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction AgreementsPurchaser. This Agreement has been duly executed and delivered by Buyer Purchaser and (assuming constitutes the due authorization, execution and delivery hereof by Seller) is a valid and binding obligation obligations of BuyerPurchaser, enforceable against Buyer it in accordance with its terms. The As of the Closing Date, the other Transaction Agreements agreements contemplated hereby and thereby to be executed and delivered by Buyer which Purchaser is a party will be have been duly executed and delivered by Buyer at Purchaser and will constitute the Closing and (assuming the due authorization, execution and delivery thereof by Seller) will be valid and binding obligations of Buyer and the BWAY Parent Guarantee will constitute a valid and binding obligation of BWAY CorporationPurchaser, in each case enforceable against Buyer Purchaser in accordance with their terms. The execution, delivery and or performance of this Agreement and the other Transaction Agreements documents contemplated hereby to which Purchaser is a party, and the consummation of the transactions contemplated hereby and thereby by Buyer thereby, will not: not (ai) violate any provisions of law applicable to Buyer; (b) with or without the giving of notice and/or the passage of time, conflict with or result in the a breach of any provision of the provisions of, (ii) constitute a default under, (iii) result in the violation of, (iv) give any third party the right to terminate or to accelerate any obligation under, or (v) require any authorization, consent, approval, execution or other action by or notice of any court or other governmental body, under the provisions of Purchaser's Certificate of Incorporation or Bylaws of Buyer or any material instrumentindenture, licensemortgage, agreementlease, arrangement, indenture loan agreement or commitment other agreement or instrument to which Buyer Purchaser is a party bound or by which affected, or any of its assets statute, regulation, rule, judgment, order, decree or properties are bound; or (c) constitute a violation other restriction of any ordergovernment, judgment governmental agency or decree court to which Buyer Purchaser is a party or by which any of its assets or properties are boundsubject.

Authorization No Conflicts Etc. The execution, delivery and --------------------------------- performance by Seller of this Agreement, the Supply Agreement, the Transition Services Agreement, the Escrow Agreement and performance of the other agreements contemplated hereby (each, a "Transaction Agreements Agreement") that are to be executed and delivered --------------------- by it and the consummation of the transactions contemplated hereby and thereby by Buyer have been duly and validly authorized by all requisite corporate action on the part of BuyerSeller, and no other corporate proceedings on the part of Buyer Seller are necessary to authorize the execution, delivery or performance of this the Agreement or the any other Transaction AgreementsAgreement. This Agreement has been duly executed and delivered by Buyer Seller and constitutes (assuming the due authorization, execution and delivery hereof by SellerBuyer) is a valid and binding obligation of BuyerSeller, enforceable against Buyer in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally. The If the Closing occurs, each of the other Transaction Agreements to be executed and delivered by Buyer will be duly executed and delivered by Buyer at the Closing and constitute (assuming the due authorization, execution and delivery thereof of this Agreement and the other Transaction Agreements by Sellerthe other parties thereto) will be a valid and binding obligations obligation of Buyer Seller, and the BWAY U.S. Can Parent Guarantee will constitute a valid and binding obligation of BWAY CorporationParent, in each case enforceable against Buyer in accordance with their its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally. The Except as set forth on the attached Restrictions Schedule, the execution, delivery and performance of this Agreement --------------------- and the other Transaction Agreements to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby by Buyer will not: does not and shall not (ai) violate any provisions of law applicable to Buyer; (b) with or without the giving of notice and/or the passage of time, conflict with or result in the any breach of any provision of the Certificate of Incorporation or Bylaws of Buyer or any material instrumentprovisions of, license, agreement, arrangement, indenture or commitment to which Buyer is a party or by which any of its assets or properties are bound; or (cii) constitute a default under, (iii) result in a violation of, (iv) give any third party the right to terminate or to accelerate any obligation under, (v) result in the creation of any orderlien, judgment security interest, charge or decree encumbrance upon any of the Purchased Assets under, or (vi) require any authorization, consent, approval, exemption or other action by or notice to or filing with any court or other governmental or regulatory body or authority under, the provisions of Seller's certificate of incorporation or bylaws or any indenture, mortgage, lease, loan agreement, contract, understanding, commitment or other agreement or instrument to which Buyer is a party Seller or by which any of its assets or properties the Purchased Assets are bound, or any law, statute, rule or regulation to which Seller is subject. Without limiting the generality of the foregoing, except for Buyer pursuant hereto, there are no agreements, options, commitments or rights with, of or to any person to purchase or otherwise acquire any of the Purchased Assets or any interests therein, except those entered into in the ordinary course of business consistent with past practice for the sale of Inventory.

Authorization No Conflicts Etc. The execution, delivery Seller and Ball each has full --------------------------------- power and performance of the Transaction Agreements authority to enter into this Agreement and the consummation of other agreements contemplated hereby and to carry out the transactions contemplated hereby and thereby by Buyer have been duly authorized by all requisite corporate action on the part of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Agreements. This Agreement has been duly executed and delivered by Buyer and (assuming the due authorization, execution and delivery hereof by Seller) is a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. The other Transaction Agreements to be executed and delivered by Buyer will be duly executed and delivered by Buyer at the Closing and (assuming the due authorization, execution and delivery thereof by Seller) will be valid and binding obligations of Buyer and the BWAY Parent Guarantee will constitute a valid and binding obligation of BWAY Corporation, in each case enforceable against Buyer in accordance with their termsthereby. The execution, delivery and performance of this Agreement and the other Transaction Agreements agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby by Buyer Seller, Ball and their respective Affiliates have been, or prior to the Closing will be, duly authorized by all requisite corporate action on the part of Seller or Ball, as applicable. This Agreement and the other agreements contemplated hereby have been duly executed and delivered by Seller and Ball and (assuming the due authorization, execution and delivery hereof by Purchaser) are each a valid and binding obligation of Seller and Ball, enforceable against each in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on the Conflicts Schedule attached hereto, the execution, delivery and ------------------ performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby by Seller and/or Ball will not: (a) violate any provisions of law applicable to BuyerSeller or Ball; (b) with or without the giving of notice and/or the passage of time, conflict with or with, result in the breach of any provision of, give any third party the right to terminate or to accelerate any obligation under, or result in the creation of any lien, security interest or charge or encumbrance under, the Certificate of Incorporation or Bylaws of Buyer Seller or Ball or any material instrument, license, agreement, arrangement, indenture or commitment to which Buyer Seller or Ball is a party or by which any of its assets or properties are bound; or (c) constitute a violation of any order, judgment or decree to which Buyer Seller, Ball or any of their respective Affiliates which are party hereto or thereto is a party or by which any of its their assets or properties are bound.