GOVERNMENT APPROVALS AND THIRD PARTY CONSENTS Sample Clauses

GOVERNMENT APPROVALS AND THIRD PARTY CONSENTS. (i) All Governmental Approvals required (1) in connection with the execution and delivery of, or performance of the transactions contemplated by, this Agreement and the other Transaction Documents to which Xxxxx City is or will be a party and for the conduct of the business by Xxxxx City and (2) without regard to any other transactions of the Owner Participant, the Owner Lessor, the Owner Manager or any Affiliate of any of them and assuming that none of the Owner Participant, the Owner Lessor, the Owner Manager or any Affiliate of any of them is an "electric utility" or a "public utility" or a "public utility holding company" or any similar entity subject to public utility regulation under any Requirement of Law immediately prior to the Closing Date, with respect to the participation by the Owner Participant, the Owner Lessor or the Owner Manager in the transactions contemplated by this Agreement and the other Operative Documents, are listed on Part A of SCHEDULE 3.1(d) and have been duly obtained or made and are in full force and effect, in each case, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Closing Date in connection with the maintenance or operation of the Facility and other assets and properties of Xxxxx City, (B) which are routine in nature and which cannot be obtained and such failure to obtain would not result in a Material Adverse Effect, or are not normally applied for, prior to the time they are required, and which Xxxxx City has no reason to believe will not be timely obtained, (C) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (D) as may be required in consequence of any transfer of the Lessor Membership Interest or the Member Interest or any transfer of ownership of the Undivided Interest or the Lessor Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Xxxxx City, (E) filing and recording to perfect the Lien of the Security Agent and the ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor, the Security Agent and the Lease Indenture Trustee to effect such filings, and (F) as may be required under Environmental Laws to transfer or modify Governmenta...
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GOVERNMENT APPROVALS AND THIRD PARTY CONSENTS. Buyer and Sellers will complete all necessary governmental and regulatory filings that are required to be filed in connection with the transactions described herein. Buyer and Sellers shall cooperate and coordinate their activities with respect to all filings and required third party consents. Buyer, on the one hand, and Sellers, on the other hand, will each pay half of all applicable governmental or regulatory filing fees (other than such governmental or regulatory filing fees that are incurred solely as a result of the Newco IPO, including Securities and Exchange Commission, "Blue Sky," National Association of Securities Dealers or stock exchange fees, which fees shall be solely the responsibility of Buyer). Each Party will pay its own expenses in preparing such filings and obtaining such approvals. Prior to Closing, Sellers shall use commercially reasonable efforts to obtain all necessary third party consents, at their cost, and without any change to the terms of any material agreement to which any Seller is a party or which materially affects any of the Hotels.
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GOVERNMENT APPROVALS AND THIRD PARTY CONSENTS. There are no waiting periods or approvals required to be obtained or observed by any of the SBS Parties under any relevant competition or antitrust Laws or regulations in connection with the transactions contemplated by this Agreement and all consents, approvals, licenses, authorizations, registrations, notices or other filings (including without limitation any of the foregoing required with respect to broadcast licenses) required to be obtained or made by any of the SBS Parties with or from any Governmental Entity or third-party or under applicable Law on or prior to the date of this Agreement have been obtained or made in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
Sample 1
GOVERNMENT APPROVALS AND THIRD PARTY CONSENTS. Buyer and Sellers will complete all necessary governmental and regulatory filings that are required to be filed in connection with the transaction including, without limitation, any filings with the Federal Trade Commission and the Department of Justice pursuant to the HSR Act. Buyer and Sellers shall cooperate and coordinate their activities with respect to all filings and required third party consents. Buyer will pay all applicable governmental or regulatory filing fees. Each Party will pay its own expenses in preparing such filings and obtaining such approvals. Prior to Closing, Sellers shall use commercially reasonable efforts to obtain all necessary third party consents without any material change to the terms of any material agreement to which any Seller is a party or which materially affects any of the Hotels. Sellers will pay their out-of-pocket expenses incurred in connection with their efforts to obtain such consents, but will not be obligated to pay any money to any such third party with respect to obtaining such consents.
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GOVERNMENT APPROVALS AND THIRD PARTY CONSENTS. Buyer and Seller have both agreed and represented to each other that the transactions contemplated herein do not require a Hart-Scott-Rodino filing. Prior to Closing Seller will use Best Effoxxx xx xxxxxx xxx necessary third party consents and without any material change to the terms of any material agreement to which RLH is a party or which materially affects any of the RLH Properties provided that nothing herein shall require Seller to pay fees or offer other consideration to any such third party in order to obtain such consents.
Sample 1
GOVERNMENT APPROVALS AND THIRD PARTY CONSENTS. There are no waiting periods or approvals required to be obtained or observed by any member of the ITI Group under any relevant competition or antitrust Laws or regulations in connection with the transactions contemplated by this Agreement and all consents, approvals, licenses, authorizations, registrations, notices or other filings (including without limitation any of the foregoing required with respect to broadcast licenses) required to be obtained or made by any member of the ITI Group with or from any governmental entity or third-party or under applicable Law have been obtained or made in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
Sample 1
GOVERNMENT APPROVALS AND THIRD PARTY CONSENTS. There are no waiting periods or approvals required to be obtained or observed by any of the ITI Parties or TVN under any relevant competition or antitrust Laws or regulations in connection with the made in connection with the execution and delivery and performance of this Agreement and all consents, approvals, licenses, authorizations, registrations, notices or other filings (including without limitation any of the foregoing required with respect to broadcast licenses) required to be obtained or made by any of the ITI Parties or TVN on or prior to the date of this Agreement with or from any Governmental Entity or third-party or under applicable Law have been obtained or made in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
Sample 1
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Related to GOVERNMENT APPROVALS AND THIRD PARTY CONSENTS

  • Government Approvals and Required Consents The Company, the Stockholders, NewCo and APP shall have obtained all licenses, permits and all necessary government and other third-party approvals and consents required under any law, statements, rule, regulation or ordinance to consummate the transactions contemplated by this Agreement.

  • Governmental and Third Party Consents No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with SVCC or Merger Sub, is required by or with respect to SVCC or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the DGCL.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Government Approvals All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any governmental authority necessary for the consummation of the transactions contemplated by this Agreement shall have been filed, occurred or been obtained.

  • Governmental and Third Party Approvals The Credit Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other transactions contemplated hereby and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Credit Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

  • Third Party Consents and Approvals The parties shall have obtained ------------------------------------ all third party consents and approvals that are necessary for: (a) the consummation of the transactions contemplated by this Agreement and the Other Documents; and (b) the assignment and transfer of the Shares to Purchaser; provided, however, that notwithstanding the foregoing, neither Purchaser nor the Shareholders shall be required to pay any remuneration to third parties in exchange for such party's consent or approval, or to file any lawsuit or other action to obtain any such consent or approval.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the parties to this Agreement to perform their obligations under it and to consummate the transactions contemplated hereby, (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to EPI, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement, including under competition laws, shall have occurred.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions 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 Documents. 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.

  • Governmental and Third Party Authorizations The execution and delivery by the Purchaser of the Transaction Documents to which the Purchaser is party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation of any of the transactions contemplated hereunder and thereunder do not require any consent, approval, license, order, authorization or declaration from, notice to, action or registration by or filing with any Governmental Authority or any other Person, except as described in Section 3.5.

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