Governmental Actions and Other Consents and Approvals Sample Clauses

Governmental Actions and Other Consents and Approvals. No Governmental Actions are required in connection with (i) the participation by MSW in the transactions contemplated by this Contribution Agreement or the LLC Agreement, (ii) the validity and enforceability of this Contribution Agreement or the LLC Agreement, and (iii) the consummation of the transactions contemplated by this Contribution Agreement or the LLC Agreement (other than any Governmental Actions, consents or approvals under any regulatory law peculiarly applicable to the Company). All such Governmental Actions have been duly obtained or made, are in full force and effect and are Final. The information set forth in each application and other written materials submitted by MSW to the applicable Governmental Authority in connection with each Governmental Action was accurate and complete in all material respects at the time submitted; to the extent that any such information has since become inaccurate or incomplete, required supplemental information has been submitted by MSW to the applicable Governmental Authority in connection therewith as required for correcting and completing such information in all material respects to the extent such further submission is required in order to maintain compliance with or the effectiveness of such Governmental Action. True, correct and complete copies of all such Governmental Actions have been delivered to Highstar.
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Governmental Actions and Other Consents and Approvals. No Governmental Actions or other consents or approvals are required in connection with (a) the participation by the Partnership or the Partners in the transactions contemplated by this Agreement and the other Transaction Documents, (b) the construction, use, ownership (and, after the Lease Closing Date, lease) or operation of the Project (including the Transmission Facilities and all pipelines to be used to transport Fuel or water to the Facility) in accordance with the applicable provisions of the Transaction Documents and in compliance with all applicable Environmental Laws, (c) the validity and enforceability of this Agreement, the Facility Lease, the Power Purchase Agreement, the Gas Contracts and the other Transaction Documents, (d) the use of the Fuel for operation of the Facility, (e) the grant by the Partnership, the Partners and Holdings of the Liens created pursuant to the Collateral Security Documents and the validity and enforceability thereof and the perfection of and the exercise by GE Capital of its rights and remedies thereunder or (f) the participation by GE Capital or the Owner Trustee in the transactions contemplated by this Agreement, the Lease Documents and the other Transaction Documents (other than any Governmental Actions under any law, rule or regulation of (or administered by) any federal or state regulatory body primarily responsible for regulating the activities of GE Capital or the Owner Trustee) to which either is a party, except in each case for those Governmental Actions and other consents and approvals which are set forth in Schedule 2. Each of the Governmental Actions and other consents and approvals listed in Part A of Schedule 2 has, as of the Initial Loan Funding Date, been duly obtained or made, is in full force and effect, is final and is not subject to appeal or judicial, governmental or other review. None of the Governmental Actions and other consents and approvals listed in Part B of Schedule 2 are obtainable prior to the Initial Loan Funding Date. The Partnership reasonably believes that each of the Governmental Actions and other consents and approvals listed in Part B of Schedule 2 will be duly obtained or made on or prior to the date required therefore in Schedule 2, will be in full force and effect, will be final and will not then be subject to appeal or judicial, governmental or other review. The Partnership has no reason to believe that any of the Governmental Actions and other consents and approvals listed i...
Sample 1
Governmental Actions and Other Consents and Approvals. All Governmental Actions and other consents and approvals referred to in subsection 3.5, including, without limitation, those listed in Part B of Schedule 2 which were not required to be obtained prior to the Initial Loan Funding Date but which were required to be obtained by the respective dates specified in Schedule 2, shall have been duly obtained or made and shall be in full force and effect on or prior to any Borrowing Date occurring on or after the date specified for the receipt of such consent or approval in Schedule 2, and shall not then be subject to appeal or judicial, governmental or other review and a copy of each such Governmental Action, consent and approval shall have been delivered to GE Capital. (b)
Sample 1
Governmental Actions and Other Consents and Approvals. All Governmental Actions and other consents and approvals referred to in subsection 3.5, including, without limitation, those listed on Schedule 2, shall have been duly obtained or made, shall be in full force and effect and shall be final and no longer subject to appeal, and a copy of each such Governmental Action, consent and approval shall have been delivered to GE Capital.
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Related to Governmental Actions and Other Consents and Approvals

  • Governmental and Other Approvals; No Conflicts The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of Parent, Borrower and their Subsidiaries.

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • Governmental and Other Approvals Apply for, obtain and/or maintain in effect, as applicable, all authorizations, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations (whether with any court, governmental agency, regulatory authority, securities exchange or otherwise) which are necessary or reasonably requested by the Agent in connection with the execution, delivery and performance by any Credit Party of, as applicable, this Agreement, the other Loan Documents, the Subordinated Debt Documents, or any other documents or instruments to be executed and/or delivered by any Credit Party, as applicable in connection therewith or herewith, except where the failure to so apply for, obtain or maintain could not reasonably be expected to have a Material Adverse Effect.

  • Governmental and Other Consents No consent, approval or authorization of, or declaration or filing with, any governmental authority or other person is required on the part of Buyer in connection with the execution, delivery and performance of this Agreement by it or the consummation of the transactions contemplated hereby.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

  • No Violation; Consents and Approvals The execution, delivery and performance of this Agreement by Fund on behalf of the Acquiring Portfolio does not and will not (i) result in a material violation of any provision of Fund’s or the Acquiring Portfolio’s organizational documents, (ii) violate any statute, law, judgment, writ, decree, order, regulation or rule of any court or governmental authority applicable to the Acquiring Portfolio, (iii) result in a material violation or breach of, or constitute a default under any material contract, indenture, mortgage, loan agreement, note, lease or other instrument or obligation to which the Acquiring Portfolio is subject, or (iv) result in the creation or imposition or any lien, charge or encumbrance upon any property or assets of the Acquiring Portfolio. Except as have been obtained, (i) no consent, approval, authorization, order or filing with or notice to any court or governmental authority or agency is required for the consummation by the Acquiring Portfolio of the transactions contemplated by this Agreement and (ii) no consent of or notice to any third party or entity is required for the consummation by the Acquiring Portfolio of the transactions contemplated by this Agreement.

  • Consents and Approvals; No Conflicts (a) The execution, delivery and performance by Parent and each Merger Sub of this Agreement and the consummation by Parent and each Merger Sub of the transactions contemplated hereby do not and will not require any Consent of, or Filing with, any Governmental Entity, other than (i) the filing with the SEC of the preliminary Joint Proxy Statement, the Joint Proxy Statement and the Form S-4, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) the filing of a certificate of merger with respect to the Second Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLC, (iv) the Parent Stockholder Approval, (v) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, (B) the Securities Act, (C) the rules and regulations of the NYSE and (D) the HSR Act, and (vi) such other Consents of, or Filings with, any Governmental Entity the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

  • Consents and Approvals; No Violations (a) Except as set forth in Schedule 4.3.3(a) of the Buyer Disclosure Schedule, neither the execution and delivery of this Agreement nor the performance by Buyer of its obligations hereunder will (i) conflict with or result in any breach of any provision of the certificate of formation or operating agreement (or other governing or organizational documents) of Buyer or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Buyer or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Buyer or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.3.3(b) of the Buyer Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Buyer or the performance by Buyer of its obligations hereunder, except (i) the filing of the Articles of Merger in accordance with the MGCL and the Certificate of Merger in accordance with the DLLCA and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Buyer to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. 4.3.4

  • Regulatory and Other Authorizations; Notices and Consents (a) Each party shall, and shall cause its Affiliates to, use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary in connection with the Stock Purchase; (ii) cooperate fully with each other in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto shall, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Acquiror shall, with the reasonable assistance of the Company, the Seller Guarantors and the Sellers, make as promptly as practicable any filings and notifications, if any, under any other applicable Antitrust Law and each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to applicable Antitrust Law. Each of Acquiror, on the one hand, and the Seller Guarantors, the Sellers, NewCo and the Company, on the other hand, acknowledges and agrees that it shall pay and shall be solely responsible for the payment of 50% of all filing fees associated with such filings (in the case of the Seller Guarantors, the Sellers, NewCo and the Company, such amounts shall be Transaction Expenses).

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