Common use of Consents; Regulatory Compliance and Approval Clause in Contracts

Consents; Regulatory Compliance and Approval. All consents (other than -------------------------------------------- Consents), approvals and waivers from governmental authorities and other parties necessary to permit each of Company and Parent to transfer the Assets to Buyer as contemplated hereby shall have been obtained, unless (a) the failure to obtain any such consent, approval or waiver could not reasonably be expected to have a material adverse effect upon Company or Parent, as the case may be, (b) Seller indemnifies Buyer with respect thereto in a manner satisfactory to Buyer or (c) with respect to any Asset, Buyer determines that such Asset shall be excluded from the transfers consummated at the Closing (in which case the consideration to be paid by Buyer shall be reduced by the amount allocated to such Asset). Seller shall be satisfied that all approvals required under any Regulations to carry out the transactions contemplated by this Agreement shall have been obtained and that the parties shall have complied with all Regulations applicable to the acquisition contemplated hereby. The applicable waiting period, including any extension thereof, under the HSR Act shall have expired.

Consents; Regulatory Compliance and Approval. All consents (other than -------------------------------------------- Consents)consents, approvals and waivers from governmental authorities and other parties necessary to permit each of Company Seller to contribute the Contributed Assets and Parent transfer the Assumed Liabilities to Newco and to transfer the Assets to Buyer Sub 1 the Seller Common Units as contemplated hereby shall have been obtained, unless (a) the failure to obtain any such consent, approval or waiver could would not reasonably be expected to have a material adverse effect upon Company or Parent, as the case may beSeller, (b) Buyer indemnifies Seller indemnifies Buyer with respect thereto in a manner satisfactory to Buyer or (c) with respect to any Contributed Asset, Seller and Buyer determines determine that such Contributed Asset shall be excluded from the transfers contribution consummated at the Closing (in which case the consideration to be paid by Buyer Sub 1 shall be reduced by the amount allocated to such Contributed Asset). Seller shall be satisfied that all approvals required under any Regulations to carry out the transactions contemplated by this Agreement shall have been obtained and that the parties shall have complied with all Regulations applicable to the acquisition contemplated hereby. The applicable waiting period, including any extension thereof, under the HSR Act shall have expiredexpired or been terminated.

Consents; Regulatory Compliance and Approval. All consents (other than -------------------------------------------- Consents)consents, approvals and waivers from governmental authorities and other parties necessary to permit each of Company Seller to contribute the Contributed Assets and Parent transfer the Assumed Liabilities to Newco and to transfer the Assets to Buyer Sub 2 the NES Common Units as contemplated hereby shall have been obtained, unless (a) the failure to obtain any such consent, approval or waiver could would not reasonably be expected to have a material adverse effect upon Company or Parent, as the case may beSeller, (b) Buyer indemnifies Seller indemnifies Buyer with respect thereto in a manner satisfactory to Buyer or (c) with respect to any Contributed Asset, Seller and Buyer determines determine that such Contributed Asset shall be excluded from the transfers contribution consummated at the Closing (in which case the consideration to be paid by Buyer Sub 2 shall be reduced by the amount allocated to such Contributed Asset). Seller shall be satisfied that all approvals required under any Regulations to carry out the transactions contemplated by this Agreement shall have been obtained and that the parties shall have complied with all Regulations applicable to the acquisition contemplated hereby. The applicable waiting period, including any extension thereof, under the HSR Act shall have expired.contemplated

Consents; Regulatory Compliance and Approval. All consents (other than consents, -------------------------------------------- Consents), approvals and waivers from governmental authorities and other parties necessary to permit each of Company and Parent Seller to transfer the Purchased Assets to Buyer as contemplated hereby shall have been obtained, unless (a) the failure to obtain any such consent, approval or waiver could would not reasonably be expected to have a material adverse effect upon Company or Parent, as the case may beSeller, (b) Seller indemnifies Buyer with respect thereto in a manner satisfactory to Buyer or (c) with respect to any Asset, Buyer determines that such Asset shall be excluded from the transfers consummated at the Closing (in which case the consideration to be paid by Buyer shall be reduced by the amount allocated to such Purchased Asset). Seller shall be satisfied that all approvals required under any Regulations to carry out the transactions contemplated by this Agreement shall have been obtained and that the parties shall have complied with all Regulations applicable to the acquisition contemplated hereby. The applicable waiting period, including any extension thereof, under the HSR Act shall have expiredAcquisition.

Consents; Regulatory Compliance and Approval. All consents (other than -------------------------------------------- Consents)consents, approvals and waivers set forth on Exhibit E from governmental authorities Governmental Entities and other parties necessary to permit each of Company and Parent Seller to transfer the Assets to Buyer as contemplated hereby shall have been obtained, unless (a) the failure to obtain any such consent, approval or waiver could would not reasonably be expected to have a material adverse effect upon Company or Parent, as the case may beSeller, (b) Seller indemnifies Buyer with respect thereto in a manner satisfactory to Buyer or (c) with respect to any Asset, Buyer determines that such Asset shall be excluded from the transfers consummated at the Closing (in which case the consideration to be paid by Buyer shall be reduced by the amount allocated to such Asset). Seller shall be satisfied that all approvals required under any Regulations to carry out the transactions contemplated by this Agreement shall have been obtained and that the parties shall have complied with all Regulations applicable to the acquisition contemplated hereby. The applicable waiting period, including any extension thereof, under the HSR Act shall have expiredacquisition.