Governmental and Regulatory Consents and Approvals. The consents and approvals required in connection with the transactions contemplated by this Agreement, including those listed in Section 8.3 of the Seller Disclosure Letter, shall have been obtained without the imposition of a Burdensome Condition with respect to Parent or Seller, and such consents and approvals shall be in full force and effect; provided that this condition and the condition in Section 8.2 shall be deemed to have been satisfied if the sole reason for its failure to be satisfied is the failure to obtain or to have in full force and effect one or more consents or approvals of Governmental Authorities required in order to effect any Pre-Closing Transaction identified in items 7 through 14 of Annex A, or in order for Parent, Seller and their respective Affiliates to execute and deliver any Ancillary Agreement required to give effect to any such specified Pre-Closing Transaction, if the parties have mutually agreed on (and Parent and Seller shall cooperate and negotiate in good faith with Purchaser to arrange for, and Parent and Seller may not unreasonably withhold, condition or delay its agreement with) an alternative to such Pre-Closing Transaction that would replicate as closely as possible the economic substance of such Pre-Closing Transaction (including with respect to any Liability arising from the failure to effect such Pre-Closing Transaction), with only such deviations from such economic substance as would not be materially adverse to Seller relative to the economic substance of such contemplated Pre-Closing Transaction.
Governmental and Regulatory Consents and Approvals. All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, Governmental Entities, including, without limitation, those set forth in Schedules 3.03 and 4.03, in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained (as the case may be).
Governmental and Regulatory Consents and Approvals. (a) All Permits required by Seller, CLIC, Purchaser or LLANY from governmental and regulatory bodies listed on Exhibit J hereto shall have been obtained and shall be in full force and effect and without conditions or limitations which would have a material adverse effect on the business of Seller and are unacceptable to Seller in the exercise of its reasonable business judgment, and Seller shall have been furnished with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of such Permits.
(b) The waiting period prescribed by the HSR Act shall have expired or early termination thereof shall have been granted.
Governmental and Regulatory Consents and Approvals. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, Permits and authorizations required to be obtained prior to the Closing Date from, Governmental Entities, including those set forth on Schedules 4.05(a)(i), 4.05(b), 5.05(a) and 5.05(b) hereto, in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby shall have been made or obtained.
(b) The waiting period prescribed by the HSR Act shall have expired or been terminated.
Governmental and Regulatory Consents and Approvals. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, Governmental Entities, including those set forth in Schedules 3.03 and 4.03, in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained (as the case may be).
(b) The waiting period prescribed by the HSR Act shall have expired or been terminated.
Governmental and Regulatory Consents and Approvals. The Governmental Agency approvals, notifications, waiting periods and conditions set forth on Section 10.1(b) of each of the Disclosure Letters shall have been obtained, complied with and/or satisfied.
Governmental and Regulatory Consents and Approvals. (a) All Permits listed on Schedules 3.05 and 4.05 hereto shall have been obtained on terms and conditions which would not, in the reasonable business judgment of Purchaser, result in a material adverse effect on the Business considered as a whole. Such Permits shall be in full force and effect and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of such Permits.
(b) The waiting period prescribed by the HSR Act shall have expired or early termination thereof shall have been granted.
Governmental and Regulatory Consents and Approvals. (i) All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority (including, but not limited to, consents, approvals and actions under the HSR Act and the approval by FERC pursuant to Section 203 of the Power Act, the SEC under the 1935 Act, the applicable state public utility commissions, the NRC and the FCC) required of the Buyer, the Seller Parent, the Seller, the Company or any of their Subsidiaries to consummate the Share Purchase and the other matters contemplated hereby shall have been made or obtained (as the case may be) and become Final Orders, and (ii) in the case of the applicable state public utility commissions, and subject to the last sentence of Section 5.3, such Final Orders shall not, individually or in the aggregate, contain terms or conditions that have a meaningful adverse effect on the business, properties, assets, liabilities, financial condition, revenues, net income, results of operations or prospects of the Company and its Subsidiaries unless the Buyer otherwise approves in writing the terms of each such Final Order.
Governmental and Regulatory Consents and Approvals. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, Governmental Entities, including those set forth in Schedules 3.03 and 4.03 hereto, in connection with the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and to enable Purchaser to conduct the Business in substantially the manner conducted prior to Closing shall have been made or obtained (as the case may be) and such consents, approvals, permits and authorizations shall be subject to no conditions that would materially impair the Purchaser's management of the Business or the future profitability of the Business.
(b) The waiting period prescribed by the HSR Act shall have expired or been terminated.
Governmental and Regulatory Consents and Approvals. All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, Governmental Entities, including, without limitation, those set forth on Schedules 3.03 and 4.03 hereto, in connection with the execution and delivery of this Agreement, each Ancillary Agreement and the other agreements and instruments contemplated hereby and thereby and the consummation of the transactions contemplated hereby, by each Ancillary Agreement and by the other agreements and instruments contemplated hereby and thereby shall have been made or obtained, as the case may be, in each case without any conditions, restrictions or limitations that are not acceptable to Fremont.
