Consents of Buyer. No Consent of, or Filing with, any Governmental Entity is required to be obtained or made by Buyer in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby in order to effect the sale of the Acquired Assets or the assumption of the Assumed Liabilities, other than (a) the Buyer’s Required Consents and (b) the Consents and Filings the failure of which to obtain or make would not reasonably be expected to result in a material adverse effect on Buyer’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.
Consents of Buyer. Buyer shall use commercially reasonable efforts to obtain, or cause to be obtained, all appropriate releases, consents, waivers and approvals as may be advisable to consummate and to make effective the Transaction.
Consents of Buyer. Except as set forth in this Agreement, no Consent is required to be made or obtained by Buyer in connection with the execution, delivery, performance and enforceability of this Agreement or the transactions contemplated hereby other than (a) those the failure of which to be made or obtained, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on Buyer or the ability of Buyer to consummate the transactions contemplated by this Agreement and (b) as may be required by the HSR Act or the Exon-Xxxxxx Act.
Consents of Buyer. No Consent of, or Filing with, any Governmental Entity which has not been obtained or made by Buyer is required to be obtained or made by Buyer in connection with the execution and delivery of this Agreement and the other agreements and instruments to be delivered hereunder by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby in order to effect the sale of the Acquired Assets or the assumption of the Assumed Liabilities, other than (a) the Buyer’s Required Consents, (b) the Consents and Filings the failure of which to obtain or make would not reasonably be expected to result in a material adverse effect on Buyer’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby and (c) Consents of, or Filings with, FERC that may be made or obtained by Buyer after the Closing Date.
Consents of Buyer. A certificate of an officer (or equivalent) of Xxxxx dated the Closing Date, which (i) attaches and certifies written consents to the adoption of the resolutions of the Directors of Buyer authorizing and approving the execution, delivery, and performance of this Agreement, all other Transaction Agreements to which Buyer is a party, and the consummation of the Transactions, and (ii) certifies as to the incumbency of each person executing (as a corporate officer or otherwise) any document executed by Xxxxx and delivered to any other Party pursuant to this Agreement.
