Consents, Approvals, Licenses, Etc. Except for any consent, approval, authorization, license, order or Permit that is also required to be obtained by the Corporation, the Buyer or any other Seller, no consent, approval, authorization, license, order or Permit of, or declaration, filing or registration with, or notification to, any Governmental Authority is required to be made or obtained by such Seller in connection with the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby.
Consents, Approvals, Licenses, Etc. No consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other person or entity, is required to be made or obtained by Seller or any Midstream Company in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except: (a) as set forth on Schedule 4.6; (b) applicable requirements, if any, of the HSR Act; (c) where the failure to obtain such consents, approvals, authorizations, licenses, orders or permits of, or to make such declarations, filings or registrations or notifications, either individually or in the aggregate, (i) would not prevent Seller from performing its obligations under this Agreement and (ii) would not have a Material Adverse Effect and (d) as may be necessary as a result of any facts or circumstances relating solely to Buyer. The Midstream Companies hold all Permits necessary or required for the conduct of the business of the Midstream Companies, except for Permits the absence of which would not have a Material Adverse Effect. As of the date of this Agreement, all of such Permits are in full force and effect and each Midstream Company is in compliance with each such Permit, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. No notice has been received by Seller or any Midstream Company and no Proceeding is pending or, to the knowledge of Seller, threatened with respect to any alleged failure by any Midstream Company to have any such Permit or not to be in compliance therewith. To the knowledge of Seller, no event has occurred and is continuing which permits, or after notice or lapse of time or both would permit, any modification or termination of any such Permit held by any Midstream Company.
Consents, Approvals, Licenses, Etc. No consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity (including but not limited to the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended, and the Federal Energy Regulatory Commission), or any other person or entity, is required to be made or obtained by Buyer or any of its affiliates in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except (a) applicable requirements, if any, of the HSR Act, (b) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, either individually or in conjunction with other such failures, would delay the consummation of the transactions contemplated by this Agreement or have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement, or (c) as set forth on Schedule 5.4.
Consents, Approvals, Licenses, Etc. (a) Except as set forth on Section 3.11(a) of the Disclosure Schedule, no consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority, or any other person or entity, is required to be made or obtained by such Seller or any Company in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except: (i) applicable requirements, if any, of the HSR Act; (ii) where the failure to obtain such consents, approvals, authorizations, licenses, orders or permits of, or to make such declarations, filings or registrations or notifications would not, individually or in the aggregate, prevent such Seller from performing its obligations under this Agreement and would not have a Material Adverse Effect; and (iii) as may be necessary as a result of any facts or circumstances relating solely to the Purchaser.
Consents, Approvals, Licenses, Etc. All authorizations, consents, assignments, waivers, filings with, or expirations or terminations of waiting periods imposed by or other action required with or from any Federal, state or local governmental or other regulatory authority or third party, including those associated with the Assigned Agreements, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly obtained and shall be reasonably satisfactory to Purchaser and its counsel, and copies thereof shall have been delivered to Purchaser at or prior to the Closing. In addition, Purchaser shall have obtained all licenses, permits and other authorizations necessary to conduct the Business as currently conducted.
Consents, Approvals, Licenses, Etc. All material authorizations, consents, waivers, approvals, orders, registrations, qualifications, designations, declarations, filings or other action required with or from any Governmental Authority, the consent of all parties to Company Contracts identified on Exhibit 7.07 and all other requirements of Law in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly obtained and shall be reasonably satisfactory to the Purchaser and its counsel. No such consent or approval (a) shall
Consents, Approvals, Licenses, Etc. No consent, approval, ---------------------------------- authorization, License, order or permit of, or declaration, filing or registration with, or notification to, any Person is required to be made or obtained by the Seller, Polymetrics or the Subsidiaries in connection with the execution, delivery and performance of this Agreement and the Other Agreements and the consummation of the transactions contemplated hereby and thereby (including, without limitation, any such actions under any state or federal Environmental Laws) except: (a) as set forth on Section 3.12 of the Seller Disclosure Schedule; (b) the applicable requirements, if any, of the DGCL; and (c) as may be necessary as a result of any facts or circumstances relating solely to the Purchaser. All the Licenses of Polymetrics and each Subsidiary are in full force and effect and Polymetrics and each Subsidiary is in compliance in all significant respects with, and has fulfilled and performed in all significant respects its obligations under, each such License. Neither Polymetrics nor any Subsidiary has received any written notice of non-renewal or cancellation of any License.
Consents, Approvals, Licenses, Etc. No consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority, or any other Person or entity, is required to be made or obtained by the Seller, except as set forth in the Disclosure Schedule in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, except where the failure to obtain such consents, approvals, authorizations, licenses, orders or permits of, or to make such declarations, filings or registrations or notifications, either individually or in the aggregate would not prevent Seller from performing its obligations under this Agreement.
Consents, Approvals, Licenses, Etc. (a) No consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority, or any other Person, is required to be made or obtained by the Seller, the Company or any subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except: (i) as set forth on Section 3.11 of the Disclosure Schedule; (ii) applicable requirements, if any, of the HSR Act; (iii) applicable requirements, if any, of the Exon-Xxxxxx Amendment to the Omnibus Trade and Competitiveness Act of 1988 (the "Exon-Xxxxxx Amendment"); (iv) where the failure to obtain such consents, approvals, authorizations, licenses, orders or permits of, or to make such declarations, filings or registrations or notifications would not, individually or in the aggregate, prevent the Seller from performing its obligations under this Agreement and would not have a Material Adverse Effect; and (v) as may be necessary as a result of any facts or circumstances relating solely to the Purchaser.
Consents, Approvals, Licenses, Etc. No consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority is required to be made or obtained by Dow Jones or its Affiliates in connection with the execution, delivery anx xxxformance of this Agreement and the Dow Jones Ancillary Documents, or the consummation of the transactions coxxxxxlated hereby or thereby, except: (a) as set forth in Section 3.11 of the Dow Jones Schedule; (b) applicable requirements of the HSR Act and the BHX Xxx or any law, rule or regulation having similar effect as the HSR Act in any jurisdiction outside the United States; (c) where the failure to obtain such consents, approvals, authorizations, licenses, orders or permits, or to make such declarations, filings, registrations or notifications, would not, individually or in the aggregate, have a Material Adverse Effect or prevent Dow Jones from consummating the transactions contemplated by this Agreemexx xxd the Ancillary Documents; or (d) as may be necessary as a result of any facts or circumstances relating solely to the Purchaser or its Affiliates. All of the Licenses of DJMH and the Subsidiaries are in full force and effect and DJMH and the Subsidiaries are in compliance with each such License, except as would not, individually or in the aggregate, have a Material Adverse Effect and, as of the date of this Agreement, there is no action pending or, to the Knowledge of Dow Jones, threatened against DJM to terminate the rights of DJM under anx xxxh License.
