Common use of Government Approvals; Required Consents Clause in Contracts

Government Approvals; Required Consents. (i) No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company is required in connection with the execution or delivery by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with the provisions hereof, other than (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (B) filings with the SEC and any applicable national securities exchange, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and (E) as otherwise set forth in Section 3.1(g)(i) of the Company Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as "Company Governmental Approvals"). (ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company of this Agreement, consummation by the Company of the transactions contemplated hereby or compliance by the Company with the provisions hereof, other than as set forth in Section 3.1(g)(ii) of the Company Disclosure Schedule (the "Company Required Consents") and other than consents, approvals, actions, filings or notices which would not have a Material Adverse Effect with respect to the Company.

Government Approvals; Required Consents. (i) No material consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company ADP or Sub is required in connection with the execution or delivery by the Company ADP or Sub of this Agreement, and the consummation by the Company ADP and Sub of the transactions contemplated hereby or compliance by the Company ADP and Sub with the provisions hereof, other than (A) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Florida in accordance with the DGCLFBCA, (B) filings with the SEC and any applicable national securities security exchange, (C) filings under state State securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act", (E) such consents, approvals, authorizations, declarations, filings or notices required under any federal or state statute or regulation affecting professional employer organizations or health care providers and (EF) as otherwise set forth in Section 3.1(g)(i3.2(f)(i) of the Company Disclosure Schedule disclosure schedules delivered to VCAM by ADP on or as would not cause a Material Adverse Effect with respect prior to the Company date hereof (the "ADP Disclosure Schedule") (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (EF) being referred to as "Company ADP Governmental Approvals"). (ii) No material consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company ADP or Sub of this Agreement, the consummation by the Company ADP and Sub of the transactions contemplated hereby or compliance by the Company ADP and Sub with the provisions hereof, other than as set forth in Section 3.1(g)(ii3.2(f)(ii) of the Company ADP Disclosure Schedule (the "Company ADP Required Consents") and other than consents, approvals, actions, filings or notices which would not have a Material Adverse Effect with respect to the Company).

Government Approvals; Required Consents. (i) No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company GEXA or any of its Subsidiaries is required in connection with the execution or delivery by the Company GEXA of this Agreement, the consummation by the Company GEXA of the transactions contemplated hereby or compliance by the Company GEXA with the provisions hereof, other than (A) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Texas in accordance with the DGCLTBCA, (B) filings with the SEC and any applicable national securities exchangethe NASDAQ in connection with the Merger and the Stockholders’ Meeting to approve this Agreement, (C) filings under state securities or "“Blue Sky" ” laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "“HSR Act") and ”), (E) filing with the PUC of an amendment application regarding the change of ownership of GEXA with respect to its retail electric provider license and, if required by the PUC, filing of an application for recertification, (F) as otherwise set forth in Section 3.1(g)(i3.1(g) of the Company GEXA Disclosure Schedule and (G) such other consents, approvals, authorizations, declarations, filings or notices that would not, if not obtained or made, adversely affect (or be reasonably likely to adversely affect) GEXA and its Subsidiaries taken as would not cause a Material Adverse Effect with respect to whole in any material respect, either individually or in the Company aggregate (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (EG) being referred to as "Company “GEXA Governmental Approvals"”). (ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be is required in connection with the execution or delivery by the Company GEXA of this Agreement, consummation by the Company GEXA of the transactions contemplated hereby or compliance by the Company GEXA with the provisions hereof, other than as set forth in Section 3.1(g)(ii3.1(g) of the Company GEXA Disclosure Schedule (the "Company Required Consents") and other than consentsSchedule, approvalsexcept for any such violations, actionsbreaches, filings modifications, defaults, terminations, cancellations or notices which accelerations that would not have adversely affect (or be reasonably likely to adversely affect) GEXA and its Subsidiaries taken as a Material Adverse Effect with whole in any material respect to (either individually or in the Companyaggregate), (collectively, the “GEXA Third Party Consents”).

Government Approvals; Required Consents. (i) No consent, approval approval, authorization or authorization action of, or declaration or filing with, with or notice to, any Governmental Entity on the part of the Company ISN or Parent is required in connection with the execution or delivery by the Company ISN and Parent of this AgreementAgreement or any of the other Transaction Documents to which ISN or Parent is party, the consummation by the Company ISN or Parent of the transactions contemplated hereby Transactions or compliance by the Company with the provisions hereofterms hereof or thereof, other than (A) filing the Agreement of Merger in accordance with the requirements of California Law, (B) filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCLrequirements of the Delaware LLC Act, (BC) filings with the SEC and any applicable national securities exchangeNASDAQ, (CD) filings under state securities or "Blue Sky" laws, (DE) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and , (EF) as otherwise set forth in Section 3.1(g)(i3.2(g)(i) of the Company Parent Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as the "Company Governmental ApprovalsPARENT GOVERNMENTAL APPROVALS")) and (F) such consents, approvals, authorizations, declarations, filings or notices that, individually and in the aggregate, would not have a Material Adverse Effect with respect to ISN. (ii) No consent, approval approval, authorization or action of, or filing with, with or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company ISN and Parent of this AgreementAgreement or any of the other Transaction Documents to which ISN or Parent is party, the consummation by the Company ISN or Parent of the transactions contemplated hereby Transactions or compliance by the Company ISN or Parent with the provisions hereof, terms hereof or thereof other than (A) as set forth in Section 3.1(g)(ii3.2(g)(ii) or Section 3.1(h) of the Company Parent Disclosure Schedule (the "Company Required ConsentsPARENT REQUIRED CONSENTS") and other than or (B) such consents, approvals, actions, filings or notices which that, individually and in the aggregate, would not have a Material Adverse Effect with respect to the Companyon ISN.

Government Approvals; Required Consents. (i) No consent, approval approval, authorization or authorization action of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company is required in connection with the execution or delivery by the Company of this AgreementAgreement or any of the other Transaction Documents to which the Company is party, the consummation by the Company of the transactions contemplated hereby Transactions or compliance by the Company with the provisions hereofterms hereof or thereof, other than (A) filing the Agreement of Merger in accordance with the requirements of California Law, (B) filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCLrequirements of the Delaware LLC Act, (BC) filings with the SEC and any applicable national securities exchangeNASDAQ, (CD) filings under state securities or "Blue Sky" laws, (DE) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and (E) as otherwise set forth in Section 3.1(g)(i) of the Company Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company , (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as the "Company Governmental ApprovalsCOMPANY GOVERNMENTAL APPROVALS")) and (F) such consents, approvals, authorizations, declarations, filings or notices that, individually and in the aggregate, would not have a Material Adverse Effect with respect to the Company. (ii) No consent, approval approval, authorization or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company of this AgreementAgreement or any of the other Transaction Documents to which the Company is party, consummation by the Company of the transactions contemplated hereby Transactions or compliance by the Company with the provisions hereofterms hereof or thereof, other than (A) as set forth in Section 3.1(g)(ii) or Section 3.1(h) of the Company Disclosure Schedule (the "Company Required ConsentsCOMPANY REQUIRED CONSENTS") and other than or (B) such consents, approvals, actions, filings or notices which that, individually and in the aggregate, would not have a Material Adverse Effect with respect to the Company.

Government Approvals; Required Consents. (i) No material consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company VCAM is required in connection with the execution or delivery by the Company VCAM of this Agreement, the consummation by the Company VCAM of the transactions contemplated hereby or compliance by the Company VCAM with the provisions hereof, other than (A) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Florida in accordance with the DGCLFBCA, (B) filings with the SEC and any applicable national securities exchangethe NASDAQ, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR ActACT"), (E) such consents, approvals, authorizations, declarations, filings or notices required under any federal or state statute or regulation affecting professional employer organizations or health care providers and (EF) as otherwise set forth in Section 3.1(g)(i) of the Company VCAM Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (EF) being referred to as "Company Governmental ApprovalsVCAM GOVERNMENTAL APPROVALS"). (ii) No material consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be is required in connection with the execution or delivery by the Company VCAM of this Agreement, consummation by the Company VCAM of the transactions contemplated hereby or compliance by the Company VCAM with the provisions hereof, other than as set forth in Section 3.1(g)(ii) of the Company VCAM Disclosure Schedule (the "Company Required ConsentsVCAM REQUIRED CONSENTS") and other than consents, approvals, actions, filings or notices which would not have a Material Adverse Effect with respect to the Company).

Government Approvals; Required Consents. (i) No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company Metromedia and its Subsidiaries is required in connection with the execution or delivery by the Company Metromedia of this Agreement, and the consummation by the Company Metromedia and its Subsidiaries of the transactions contemplated hereby or compliance by the Company Metromedia and its Subsidiaries with the provisions hereof, other than (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (B) filings with the SEC and any applicable national securities National Security exchange, (C) filings under state State securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and (E) as otherwise set forth in Section 3.1(g)(i3.2(g)(i) of the Company Metromedia Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as "Company Metromedia Governmental Approvals"). (ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company Metromedia of this Agreement, the consummation by the Company Metromedia and its Subsidiaries of the transactions contemplated hereby or compliance by the Company Metromedia and its Subsidiaries with the provisions hereof, other than as set forth in Section 3.1(g)(ii3.2(g)(ii) of the Company Metromedia Disclosure Schedule (the "Company Metromedia Required Consents") and other than the consents, approvals, actions, filings or notices which would not have a Material Adverse Effect with respect to the CompanyMetromedia.

Government Approvals; Required Consents. (i) No material consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company ADP or Sub is required in connection with the execution or delivery by the Company ADP or Sub of this Agreement, and the consummation by the Company ADP and Sub of the transactions contemplated hereby or compliance by the Company ADP and Sub with the provisions hereof, other than (A) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Florida in accordance with the DGCLFBCA, (B) filings with the SEC and any applicable national securities security exchange, (C) filings under state State securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act", (E) such consents, approvals, authorizations, declarations, filings or notices required under any federal or state statute or regulation affecting professional employer organizations or health care providers and (EF) as otherwise set forth in Section 3.1(g)(i3.2(f)(i) of the Company Disclosure Schedule disclosure schedules delivered to VCAM by ADP on or as would not cause a Material Adverse Effect with respect prior to the Company date hereof (the "ADP DISCLOSURE SCHEDULE") (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (EF) being referred to as "Company Governmental ApprovalsADP GOVERNMENTAL APPROVALS"). (ii) No material consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company ADP or Sub of this Agreement, the consummation by the Company ADP and Sub of the transactions contemplated hereby or compliance by the Company ADP and Sub with the provisions hereof, other than as set forth in Section 3.1(g)(ii3.2(f)(ii) of the Company ADP Disclosure Schedule (the "Company Required ConsentsADP REQUIRED CONSENTS") and other than consents, approvals, actions, filings or notices which would not have a Material Adverse Effect with respect to the Company).

Government Approvals; Required Consents. (i) No consent, approval filing or authorization of, or declaration or filing registration with, or notice toauthorization, consent or approval of, any Governmental Entity on the part of is required by or with respect to the Company is required or any of its Subsidiaries in connection with the execution or and delivery of this Agreement by the Company of this Agreement, or is necessary for the consummation by the Company of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) in connection, or compliance by the Company in compliance, with the provisions hereofof the Securities Act of 1933, other than as amended (Athe "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any non-United States competition, antitrust and investment laws and any applicable state securities or "blue sky" law, (ii) the filing of a notification under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of notification under the Competition Act (Canada), (iv) filings under the Mexican Law (as defined in Section 6.7), (v) the filing of Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCLDelaware, (Bvi) filings with the SEC and any applicable national securities exchange, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and (E) as otherwise set forth in Section 3.1(g)(i) of the Company Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarationspermits, filings or notices specified and notifications listed in clauses Section 3.8 of the Company Disclosure Schedule, (Avii) through filing required by the NYSE, (Eviii) being referred to as "Company Governmental Approvals"). (ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be filings required in connection with the execution Company Permits, (ix) in connection, or delivery by the Company of this Agreementin compliance, consummation by the Company of the transactions contemplated hereby or compliance by the Company with the provisions hereofof federal, state, local and foreign tax law and (x) such other than as set forth in Section 3.1(g)(ii) of the Company Disclosure Schedule (the "Company Required Consents") and other than consents, approvalsorders, actionsauthorizations, registrations, declarations and filings the failure of which to obtain or notices which make would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect.

Government Approvals; Required Consents. (i) No consent, approval approval, authorization or authorization action of, or declaration or filing with, with or notice to, any Governmental Entity on the part of the Company Parent or ISN is required in connection with the execution or delivery by the Company Parent of this AgreementAgreement or any of the other Transaction Documents to which Parent is party, the consummation by the Company Parent of the transactions contemplated hereby Transactions or compliance by the Company with the provisions hereofterms hereof or thereof, other than (A) filing the filing of the Certificate Agreement of Merger with the Secretary of State of the State of Delaware in accordance with the DGCLrequirements of California Law, (B) filings with the SEC and any applicable national securities exchangeNASDAQ, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and , (E) as otherwise set forth in Section 3.1(g)(i3.2(g)(i) of the Company Parent Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as the "Company Parent Governmental Approvals")) and (F) such consents, approvals, authorizations, declarations, filings or notices that, individually and in the aggregate, would not have a Material Adverse Effect with respect to ISN. (ii) No consent, approval approval, authorization or action of, or filing with, with or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company Parent of this AgreementAgreement or any of the other Transaction Documents to which Parent is party, the consummation by the Company Parent of the transactions contemplated hereby Transactions or compliance by the Company Parent with the provisions hereof, terms hereof or thereof other than (A) as set forth in Section 3.1(g)(ii3.2(g)(ii) or Section 3.1(h) of the Company Parent Disclosure Schedule (the "Company Parent Required Consents") and other than or (B) such consents, approvals, actions, filings or notices which that, individually and in the aggregate, would not have a Material Adverse Effect with respect to the Companyon ISN.

Government Approvals; Required Consents. (i) No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company Metromedia and its Subsidiaries is required in connection with the execution or delivery by the Company Metromedia of this Agreement, and the consummation by the Company Metromedia and its Subsidiaries of the transactions contemplated hereby or compliance by the Company Metromedia and its Subsidiaries with the provisions hereof, other than (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (B) filings with the SEC and any applicable national securities National Security exchange, (C) filings under state State securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and (E) as otherwise set forth in Section 3.1(g)(i3.2(g)(i) of the Company Metromedia Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as "Company Metromedia Governmental Approvals"). (ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company Metromedia of this Agreement, the consummation by the Company Metromedia and its Subsidiaries of the transactions contemplated hereby or compliance by the Company Metromedia and its Subsidiaries with the provisions hereof, other than as set forth in Section 3.1(g)(ii3.2(g)(ii) of the Company Metromedia Disclosure Schedule (the "Company Metromedia Required Consents") and other than the consents, approvals, actions, filings or notices which would not have a Material Adverse Effect with respect to the CompanyMetromedia.

Government Approvals; Required Consents. (i) No consent, approval approval, authorization or authorization action of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company is required in connection with the execution or delivery by the Company of this AgreementAgreement or any of the other Transaction Documents to which the Company is party, the consummation by the Company of the transactions contemplated hereby Transactions or compliance by the Company with the provisions hereofterms hereof or thereof, other than (A) filing the filing of the Certificate Agreement of Merger with the Secretary of State of the State of Delaware in accordance with the DGCLrequirements of California Law, (B) filings with the SEC and any applicable national securities exchangeNASDAQ, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and (E) as otherwise set forth in Section 3.1(g)(i) of the Company Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company , (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (ED) being referred to as the "Company Governmental Approvals")) and (F) such consents, approvals, authorizations, declarations, filings or notices that, individually and in the aggregate, would not have a Material Adverse Effect with respect to the Company. (ii) No consent, approval approval, authorization or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company of this AgreementAgreement or any of the other Transaction Documents to which the Company is party, consummation by the Company of the transactions contemplated hereby Transactions or compliance by the Company with the provisions hereofterms hereof or thereof, other than (A) as set forth in Section 3.1(g)(ii) or Section 3.1(h) of the Company Disclosure Schedule (the "Company Required Consents") and other than or (B) such consents, approvals, actions, filings or notices which that, individually and in the aggregate, would not have a Material Adverse Effect with respect to the Company.

Government Approvals; Required Consents. (i) No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company Holdings or Sub is required in connection with the execution or delivery by the Company FPL Group, Holdings or Sub of this Agreement, and the consummation by the Company FPL Group, Holdings and Sub of the transactions contemplated hereby or compliance by the Company any of them with the provisions hereof, other than (A) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Texas in accordance with the DGCLTBCA, (B) filings with the SEC and any applicable national securities exchangethe NYSE in connection with the Merger and the issuance of FPL Group Common Stock contemplated thereby and in connection with the Stock Options and Warrants, (C) filings under state State securities or "“Blue Sky" ” laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and , (E) as otherwise set forth filing with the PUC of an amendment application regarding the change of ownership of GEXA with respect to its retail electric provider license and, if required by the PUC, filing of an application for recertification, and (F) such other consents, approvals, authorizations, declarations, filings or notices that would not, if not obtained or made, result in Section 3.1(g)(i) of the Company Disclosure Schedule or as would not cause a Material Adverse Effect with respect as to the Company FPL Group and its Subsidiaries taken as a whole (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (EF) being referred to as "Company “FPL Governmental Approvals"”). (ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company FPL Group, Holdings or Sub of this Agreement, the consummation by the Company FPL Group, Holdings and Sub of the transactions contemplated hereby or compliance by the Company any of them with the provisions hereof, other than as set forth in Section 3.1(g)(ii) of the Company Disclosure Schedule (the "Company Required Consents") and other than such consents, approvals, actions, filings filings, or notices which would not, if not have obtained or made, result in a Material Adverse Effect with respect as to FPL Group and its Subsidiaries taken as a whole (collectively, the Company“FPL Third Party Consents”).

Government Approvals; Required Consents. (i) No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company Alliance is required in connection with the execution or delivery by the Company Alliance of this Agreement, the consummation by the Company Alliance of the transactions contemplated hereby or compliance by the Company Alliance with the provisions hereof, other than (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (B) filings with the SEC and any applicable national securities exchange, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and (E) as otherwise set forth in Section 3.1(g)(i) of the Company Alliance Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as "Company Alliance Governmental Approvals"). (ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by the Company Alliance of this Agreement, consummation by the Company Alliance of the transactions contemplated hereby or compliance by the Company Alliance with the provisions hereof, other than as set forth in Section 3.1(g)(ii) of the Company Alliance Disclosure Schedule (the "Company Alliance Required Consents") and other than consents, approvals, actions, filings or notices which would not have a Material Adverse Effect with respect to the CompanyAlliance.

Government Approvals; Required Consents. (i) No material consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company VCAM is required in connection with the execution or delivery by the Company VCAM of this Agreement, the consummation by the Company VCAM of the transactions contemplated hereby or compliance by the Company VCAM with the provisions hereof, other than (A) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Florida in accordance with the DGCLFBCA, (B) filings with the SEC and any applicable national securities exchangethe NASDAQ, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (E) such consents, approvals, authorizations, declarations, filings or notices required under any federal or state statute or regulation affecting professional employer organizations or health care providers and (EF) as otherwise set forth in Section 3.1(g)(i) of the Company VCAM Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (EF) being referred to as "Company VCAM Governmental Approvals"). (ii) No material consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be is required in connection with the execution or delivery by the Company VCAM of this Agreement, consummation by the Company VCAM of the transactions contemplated hereby or compliance by the Company VCAM with the provisions hereof, other than as set forth in Section 3.1(g)(ii) of the Company VCAM Disclosure Schedule (the "Company VCAM Required Consents") and other than consents, approvals, actions, filings or notices which would not have a Material Adverse Effect with respect to the Company).

Government Approvals; Required Consents. (i) No consent, approval filing or authorization of, or declaration or filing registration with, or notice toauthorization, consent or approval of, any Governmental Entity on the part of is required by or with respect to the Company is required or any of its Subsidiaries in connection with the execution or and delivery of this Agreement by the Company of this Agreement, or is necessary for the consummation by the Company of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) in connection, or compliance by the Company in compliance, with the provisions hereofof the Securities Act of 1933, other than as amended (Athe "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any non-United States competition, antitrust and investment laws and any applicable state securities or "blue sky" law, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (B) filings with the SEC and any applicable national securities exchange, (C) filings under state securities or "Blue Sky" laws, (D) filings a notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the "HSR Act"), (iii) and the filing of notification under the Competition Act (ECanada), (iv) filings under the Mexican Law (as otherwise set forth defined in Section 3.1(g)(i6.7), (v) the filing of Certificate of Merger with the Secretary of State of the Company Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company State of Delaware, (any vi) such consents, approvals, authorizations, declarationspermits, filings or notices specified and notifications listed in clauses Section 3.8 of the Company Disclosure Schedule, (Avii) through filing required by the NYSE, (Eviii) being referred to as "Company Governmental Approvals"). (ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be filings required in connection with the execution Company Permits, (ix) in connection, or delivery by the Company of this Agreementin compliance, consummation by the Company of the transactions contemplated hereby or compliance by the Company with the provisions hereofof federal, state, local and foreign tax law and (x) such other than as set forth in Section 3.1(g)(ii) of the Company Disclosure Schedule (the "Company Required Consents") and other than consents, approvalsorders, actionsauthorizations, registrations, declarations and filings the failure of which to obtain or notices which make would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect.