Common use of Approvals of Governmental Authorities Clause in Contracts

Approvals of Governmental Authorities. (a) Except as set forth on Schedule H hereto, no consent, waiver, license, approval, order or authorization of, or registration, filing or declaration with, or notices to, any person, entity or Governmental Authority is required to be obtained, made or given by or with respect to the Reinsurer in connection with (i) the execution and delivery of this Agreement by the Reinsurer, or (ii) the consummation by the Reinsurer of the transactions contemplated hereby. (b) Except as provided below, the Reinsurer shall take, and shall cause its affiliates to take, all reasonable steps necessary or appropriate, and shall use, and shall cause its affiliates to use, all commercially reasonable efforts, to obtain as promptly as practicable all consents, waivers, licenses, approvals, orders and authorizations of, or to make as promptly as practicable all registrations, filings or declarations with, or notices to, any person, entity or Governmental Authority listed on Schedule H attached hereto and required to be obtained by the Reinsurer or any of its affiliates in connection with the consummation of the transactions contemplated by this Agreement. In addition, within two days after execution of this Agreement, the Reinsurer shall submit, or cause to be submitted, a letter to the Premerger Notification Office requesting an interpretation as to whether the transaction contemplated by this Agreement is exempt from the reporting requirements of the Act. Within five Business Days of the earlier of (i) receipt of an interpretation from the Premerger Notification Office that the transaction anticipated by this Agreement is not exempt from the regulatory requirements of the Act and (ii) August 2, 1996, the Reinsurer shall take, and shall cause its affiliates to take, all reasonable steps necessary and appropriate to make all necessary submissions and filings under the Act and shall request early termination of the waiting periods under the Act. (c) The Reinsurer shall cooperate with the Company and its affiliates in seeking to obtain all such consents, waivers, licenses, approvals, orders and authorizations, and to make all such registrations, filings, declarations and notices and shall provide, and shall cause its affiliates to provide, such information and communications to any person, entity or Governmental Authority as such person, entity or Governmental Authority may reasonably request in connection therewith.

Approvals of Governmental Authorities. (a) Except as set forth on Schedule H G hereto, no consent, waiver, license, approval, order or authorization of, or registration, filing or declaration with, or notices to, any person, entity or Governmental Authority is required to be obtained, made or given by or with respect to the Reinsurer Company in connection with (i) the execution and delivery of this Agreement by the ReinsurerCompany, or (ii) the consummation by the Reinsurer Company of the transactions contemplated hereby. (b) Except as provided below, the Reinsurer Company shall take, and shall cause its affiliates to take, all reasonable steps necessary or appropriate, and shall use, and shall cause its affiliates to use, all commercially reasonable efforts, to obtain as promptly as practicable all consents, waivers, licenses, approvals, orders and authorizations of, or to make as promptly as practicable all registrations, filings or declarations with, or notices to, any person, entity or Governmental Authority listed on Schedule H G attached hereto and required to be obtained by the Reinsurer Company or any of its affiliates in connection with the consummation of the transactions contemplated by this Agreement. In addition, within two days after execution of this Agreement, the Reinsurer shall submit, or cause to be submitted, a letter to the Premerger Notification Office requesting an interpretation as to whether the transaction contemplated by this Agreement is exempt from the reporting requirements of the Act. Within five Business Days of the earlier of (i) receipt of an interpretation from the Premerger Notification Office that the transaction anticipated by this Agreement is not exempt from the regulatory requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1900, xx xxxxxxx, xnd the rules and regulations thereunder (the "Act") and (ii) August 2, 1996, the Reinsurer Company shall take, and shall cause its affiliates to take, all reasonable steps necessary and appropriate to make all necessary submissions and filings under the Act and shall request early termination of the waiting periods under the Act. (c) The Reinsurer Company shall cooperate with the Company Reinsurer and its affiliates in seeking to obtain all such consents, waivers, licenses, approvals, orders and authorizations, and to make all such registrations, filings, declarations and notices and shall provide, and shall cause its affiliates to provide, such information and communications to any person, entity or Governmental Authority as such person, entity or Governmental Authority may reasonably request in connection therewith.

Approvals of Governmental Authorities. (a) Except as set forth on Schedule H heretoSeller and Buyer shall use their commercially reasonable efforts to take or cause to be taken all appropriate action, no consent, waiver, license, approval, order or authorization ofand to do, or registrationcause to be done, filing all things necessary or declaration withreasonably advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including using their commercially reasonable efforts to obtain, or notices to, any person, entity or Governmental Authority is required cause to be obtained, made or given by or with respect to the Reinsurer in connection with (i) the execution and delivery of this Agreement by the Reinsurer, or (ii) the consummation by the Reinsurer of the transactions contemplated hereby. (b) Except as provided below, the Reinsurer shall take, and shall cause its affiliates to take, all reasonable steps necessary or appropriate, and shall use, and shall cause its affiliates to use, all commercially reasonable efforts, to obtain as promptly as practicable all consents, waivers, licensespermits, consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and authorizations of, officials and parties to contracts with the Parties that may be or become necessary for the performance of obligations pursuant to make as promptly as practicable all registrations, filings or declarations with, or notices to, any person, entity or Governmental Authority listed on Schedule H attached hereto this Agreement and required to be obtained by the Reinsurer or any of its affiliates in connection with the consummation of the transactions contemplated by this AgreementAgreement and all Parties hereto will cooperate fully with the other Parties hereto in promptly seeking to obtain all such waivers, permits, consents, approvals, authorizations, qualifications and orders. (b) The Parties hereto shall cooperate and assist one another in connection with all actions to be taken pursuant to Section 8.3(a), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information hereunder. Each Party shall use its commercially reasonable efforts to provide or cause to be provided promptly to the other Party all necessary information and assistance as any Governmental Authority may from time to time require in connection with obtaining the relevant waivers, permits, consents, approvals, authorizations, qualifications, orders or expiration of waiting periods in relation to these filings or in connection with any other review or investigation of the transactions contemplated by this Agreement by a Governmental Authority. Each Party shall permit the other Party to review and discuss in advance, and shall consider in good faith the views of the other Party in connection with, any analyses, presentations, memoranda, briefs, written arguments, opinions, written proposals or other materials to be submitted to the Governmental Authorities with respect to such filings. In addition, within two days after execution neither Party shall agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, review, investigation or other inquiry concerning this Agreement or the transactions contemplated by this Agreement, or enter into any agreements with any Governmental Authority, including, without limitation, extending any antitrust waiting periods, unless it consults with the Reinsurer shall submitother Party in advance and, or cause to be submitted, a letter to the Premerger Notification Office requesting an interpretation as extent permitted by such Governmental Authority, gives the other Party the opportunity to whether attend and participate thereat. Each Party shall keep the transaction other apprised of the material content and status of any material communications with, and material communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement is exempt from the reporting requirements of the ActAgreement. Within five Business Days of the earlier of (i) receipt of an interpretation from the Premerger Notification Office that the transaction anticipated by this Agreement is not exempt from the regulatory requirements of the Act and (ii) August 2, 1996, the Reinsurer shall takeThe Parties shall, and shall cause their respective Affiliates to use their commercially reasonable efforts to, provide each other with copies of all material, substantive correspondence, filings or communications between them or any of their respective representatives, on the one hand, and any Governmental Authority or members of its affiliates staff, on the other hand, with respect to takethis Agreement and the transactions contemplated by this Agreement; provided, all reasonable steps necessary and appropriate however, that materials may be redacted (i) to make all necessary submissions and filings under remove references concerning the Act and shall request early termination valuation of the waiting periods under the ActAssets; (ii) as necessary to comply with contractual arrangements or applicable Laws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) The Reinsurer Notwithstanding the foregoing, nothing contained in this Agreement shall cooperate with the Company and be construed so as to require Buyer or Seller, or any of their respective Affiliates, without its affiliates written HOU:0103160/00024:1726362v2 consent, to sell, license, dispose of, hold separate or operate in seeking any specified manner any assets or businesses of Buyer or Seller (or to obtain all such consents, waivers, licenses, approvals, orders and authorizations, and require Buyer or Seller or any of their respective Affiliates to make all such registrations, filings, declarations and notices and shall provide, and shall cause its affiliates to provide, such information and communications agree to any person, entity or Governmental Authority as such person, entity or Governmental Authority may reasonably request in connection therewithof the foregoing).

Approvals of Governmental Authorities. (a) Except as set forth on Schedule H G hereto, no consent, waiver, license, approval, order or authorization of, or registration, filing or declaration with, or notices to, any person, entity or Governmental Authority is required to be obtained, made or given by or with respect to the Reinsurer Company in connection with (i) the execution and delivery of this Agreement by the ReinsurerCompany, or (ii) the consummation by the Reinsurer Company of the transactions contemplated hereby. (b) Except as provided below, the Reinsurer Company shall take, and shall cause its affiliates to take, all reasonable steps necessary or appropriate, and shall use, and shall cause its affiliates to use, all commercially reasonable efforts, to obtain as promptly as practicable all consents, waivers, licenses, approvals, orders and authorizations of, or to make as promptly as practicable all registrations, filings or declarations with, or notices to, any person, entity or Governmental Authority listed on Schedule H G attached hereto and required to be obtained by the Reinsurer Company or any of its affiliates in connection with the consummation of the transactions contemplated by this Agreement. In addition, within two days after execution of this Agreement, the Reinsurer shall submit, or cause to be submitted, a letter to the Premerger Notification Office requesting an interpretation as to whether the transaction contemplated by this Agreement is exempt from the reporting requirements of the Act. Within five Business Days of the earlier of (i) receipt of an interpretation from the Premerger Notification Office that the transaction anticipated by this Agreement is not exempt from the regulatory requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "Act") and (ii) August 2, 1996, the Reinsurer Company shall take, and shall cause its affiliates to take, all reasonable steps necessary and appropriate to make all necessary submissions and filings under the Act and shall request early termination of the waiting periods under the Act. (c) The Reinsurer Company shall cooperate with the Company Reinsurer and its affiliates in seeking to obtain all such consents, waivers, licenses, approvals, orders and authorizations, and to make all such registrations, filings, declarations and notices and shall provide, and shall cause its affiliates to provide, such information and communications to any person, entity or Governmental Authority as such person, entity or Governmental Authority may reasonably request in connection therewith.

Approvals of Governmental Authorities. (a) Except as set forth on Schedule H hereto, no consent, waiver, license, approval, order or authorization of, or registration, filing or declaration with, or notices to, any person, entity or All consents and approvals of Governmental Authority is Authorities required to be obtained, made or given by or with respect to the Reinsurer in connection with (i) the execution and delivery of this Agreement by the Reinsurer, or (ii) the consummation by the Reinsurer of the transactions contemplated hereby. (b) Except as provided below, the Reinsurer shall take, and shall cause its affiliates to take, all reasonable steps necessary or appropriate, and shall use, and shall cause its affiliates to use, all commercially reasonable efforts, to obtain as promptly as practicable all consents, waivers, licenses, approvals, orders and authorizations of, or to make as promptly as practicable all registrations, filings or declarations with, or notices to, any person, entity or Governmental Authority listed on Schedule H attached hereto and required to be obtained by the Reinsurer or any of its affiliates in connection with for the consummation of the transactions contemplated hereby or by this Agreement. In additionthe Ancillary Agreements, within two days after execution including the Seller Approvals and the Purchaser Approvals, shall have become Final Orders (other than the ACC Order, which must meet the conditions of this AgreementSECTION 8.7(b) rather than becoming a Final Order, and approval under the HSR Act, which may be obtained by the expiration or early termination of the initial waiting period and shall not be required to be or become a Final Order) with such terms and conditions as shall have been imposed by the Governmental Authority issuing such Final Order, and such terms or conditions in the aggregate, could not reasonably be expected to have a material adverse effect on the Business, the Reinsurer shall submitPurchased Assets, or cause the business, assets, operations or condition (financial or otherwise) of Purchaser; provided, however, that this SECTION 8.7(a) is not intended to be submitted, a letter to expand the Premerger Notification Office requesting an interpretation as to whether the transaction contemplated by this Agreement is exempt from the reporting requirements scope of the Act. Within five Business Days conditions described in SECTION 8.7(b). (b) Without limiting the provisions of SECTION 8.7(a), the earlier ACC shall have issued one or more orders (collectively, the "ACC ORDER"), each of which orders shall (as determined by Purchaser in the reasonable exercise of its discretion) be substantially the same in form and substance as the orders requested by Purchaser in its applicable filings with the ACC, (i) receipt approving the transactions contemplated hereby and by the Ancillary Documents and the regulatory treatment of the Purchased Assets, including, (A) to the extent Purchaser, in its sole discretion, determines such approval is necessary, Purchaser's financing of all or a portion of the Purchase Price, (B) authorization for the inclusion in Purchaser's rate base of the Purchased Assets at the Purchase Price plus the deferred costs described in clause (D) of this SECTION 8.7(b) without any direct or indirect disallowance, with such inclusion to be effective in Purchaser's next rate case, (C) authorization for the timely recovery in Purchaser's retail rates of all reasonable costs of owning and operating the Purchased Assets, including the deferred costs described in clause (D) of this SECTION 8.7(b), with such recovery to be effective no later than Purchaser's next rate case, (D) an interpretation from order authorizing deferral for future recovery in the Premerger Notification Office Purchaser's next general rate proceeding of all capital and operating costs associated with the Purchased Assets, net of any savings produced by the Purchased Assets, and (E) a declaration that the transaction anticipated by this Agreement Certificate of Environmental Compatibility is not exempt from the regulatory requirements in full force and effect and a modification to Condition 16 of the Act Certificate of Environmental Compatibility to eliminate the self-executing nature of such Condition; and (ii) August 2the ACC shall not have rescinded, 1996altered or amended the ACC Order nor shall the ACC have taken or be in the process of taking any action that could result in the rescission, the Reinsurer alteration or amendment of such ACC Order. The ACC Order shall take, and shall cause its affiliates not be required to take, all reasonable steps necessary and appropriate to make all necessary submissions and filings under the Act and shall request early termination of the waiting periods under the Actbe or become a Final Order. (c) The Reinsurer shall cooperate with the Company and its affiliates in seeking to obtain all such consents, waivers, licenses, approvals, orders and authorizations, and to make all such registrations, filings, declarations and notices and shall provide, and shall cause its affiliates to provide, such information and communications to any person, entity or Governmental Authority as such person, entity or Governmental Authority may reasonably request in connection therewith.