Government Approvals and Consents. Notwithstanding anything to the contrary set forth herein or in any other Credit Document, each Agent agrees that to the extent prior Governmental Authority approval is required pursuant to Requirements of Law for (i) the operation and effectiveness of any grant, right or remedy hereunder or under the other Credit Documents or (ii) taking any action that may be taken by the Administrative Agent hereunder or under the other Credit Documents, such grant, right, remedy or actions will be subject to such prior Governmental Authority approval having been obtained by or in favor of the Administrative Agent. Voting rights in any Collateral representing control over any license, permit, franchise or other authorization issued by any such Governmental Authority shall remain in the authorized holder thereof notwithstanding the occurrence and continuance of any Event of Default until any necessary consents of a Governmental Authority shall have been obtained for any assignment of assets or change of control that requires such prior approval.
Government Approvals and Consents. (a) Upon the terms and subject to the conditions of this Agreement, each party hereto shall use its best efforts to obtain the approval of the Management Services Agreement by the Nevada Department of Taxation (the “MSA Approval”) and to consummate the transactions contemplated by this Agreement as promptly as practicable. In furtherance of the foregoing, each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those required to obtain the MSA Approval and the Nevada Approvals) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Agreements. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders, and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding anything to the contrary provided for herein, the Company shall submit a request for the MSA Approval within 10 Business Days from the Effective Date. In addition, the Company and the Member shall respond to all requests by the Nevada Department of Taxation for information in connection with the MSA Approval within ten (10) Business Days after the date that such party is notified (in writing) by the Nevada Department of Taxation that it requires additional information in connection with its review of the documentation submitted in connection with the MSA Approval.
(b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.03(a) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding the MSA Approval and the Nevada Approvals and the transactions contemplated by this Agreement or any Ancillary Agreement; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Agreement; and (iii) in the event any Governmental Order adversely affecting...
Government Approvals and Consents. All governmental consents --------------------------------- required in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and shall be in full force and effect and all governmental filings required in connection with the consummation of the transactions contemplated by this Agreement shall have been made, and all waiting periods, if any, applicable to the consummation of such transactions imposed by any governmental entity shall have expired, other than those which, if not obtained, in force or effect, made or expired (as the case may be) would not, whether individually or in the aggregate, have a material adverse effect on the transactions contemplated by this Agreement.
Government Approvals and Consents. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (a) in connection, or in compliance, with the rules of the American Stock Exchange, the provisions of the HSR Act, the Securities Act, the Exchange Act and any state securities or blue sky law, (b) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) such consents, approvals, authorizations, permits, filings and notifications listed in Section 5.8 of the Company Disclosure Schedule, and (d) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect on the Company.
Government Approvals and Consents. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Gart or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Gart or MergerSub or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (a) in connection, or in compliance, with the rules of The Nasdaq Stock Market, the provisions of the HSR Act, the Securities Act, the Exchange Act, and any state securities or blue sky law, (b) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (c) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect on Gart.
Government Approvals and Consents. All Consents of all Governmental Authorities required to be made or obtained by any of the Parent, the Company, the Investor and their respective Affiliates, including all Consents to be obtained by the Company pursuant to the Credit Agreement, in connection with the consummation of the transactions contemplated at such Closing, shall have been made or obtained.
Government Approvals and Consents. The Administrative Agent shall have received (i) evidence that all material Government Approvals for the Projects set forth on Schedule 4.30(a) (A) have been duly obtained, were validly issued and are in full force and effect, (B) are held in the name of CCTP, SPLNG or such third party as allowed pursuant to Government Rule as indicated on Schedule 4.30(a), (C) are not the subject of any pending rehearing or appeal to the issuing agency and all applicable fixed time periods for rehearing or appeal to the issuing agency have expired (except as noted on Schedule 4.30(a) or Government Approvals which do not have limits on appeal periods under Government Rule), and (D) are free from conditions or requirements (I) the compliance with which could reasonably be expected to have a Material Adverse Effect or (II) which the Borrower, CCTP, SPLNG or such third party, as applicable, does not expect to be able to satisfy on or prior to the commencement of the relevant stage of the applicable Project except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect; and (ii) copies of each Government Approval set forth on Schedule 4.30(a).
Government Approvals and Consents. This Agreement and the other Transaction Documents, and the transactions contemplated hereby and thereby, shall not be prohibited by any Laws. All Government Approvals of any Governmental Authority or of any other third Person that are required to be obtained by any Group Company or Sohu on or prior to the Closing in connection with the consummation of the transactions contemplated by the Transaction Documents (including but not limited to those related to the lawful issuance and sale of the Preferred Shares and all waivers for any rights of first refusal, preemptive rights, put or call rights, or other rights triggered by Transaction Documents) shall have been duly obtained and effective as of the Closing.
Government Approvals and Consents. All Governmental Authorizations and all authorizations, approvals, consents or permits of any other third party that are required to be obtained by any Purchaser on or prior to the Closing in connection with the consummation of the transactions contemplated by this Agreement shall have been duly obtained and effective as of the Closing.
Government Approvals and Consents. No filing or registration with, notice to or authorization, consent or approval of, any Governmental Entity is required by or with respect to Gen-X in connection with the execution and delivery of this Agreement by Gen-X Ontario or is necessary for the consummation of the transactions contemplated hereby except: (a) in connection, or in compliance, with the provisions of and any provincial securities law and (b) such consents, approvals, authorizations, permits, filings and notifications listed in SECTION 5.8 of the Gen-X Disclosure Schedule. For greater certainty, on the basis of the pre-requisites set out in Section 110 of the Competition Act, no filing is required to be made under Part IX thereof and only a post-Closing notification is required to be filed under the Investment Canada Act.
