Common use of Governmental Approvals and Notices Clause in Contracts

Governmental Approvals and Notices. No consent, approval, order or authorization of, or registration, declaration or filing with, notice to or permit from, any Governmental Entity, is required by or on behalf of the Company or any of the Company Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the Operating Partnership, the consummation by the Company or the Operating Partnership of the transactions contemplated hereby and the performance of their respective obligations hereunder, or for the consummation of the Offer except for: (a) the filing with the SEC of (i) (A) the Schedule 14D-9 and a proxy or information statement in preliminary and definitive form relating to the Company Stockholder Meeting to be held in connection with the Merger or (B) other documents otherwise required in connection with the transactions contemplated hereby and (ii) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; (b) the filing of the Company Certificate of Merger with, and the acceptance for record of the Company Certificate of Merger by, the Delaware Secretary of State; (c) the filing of the Partnership Certificate of Merger with, and the acceptance for record of the Partnership Certificate of Merger by, the Delaware Secretary of State; (d) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws; (e) such filings as may be required in connection with state or local transfer and gains taxes; (f) any filings or notices required under the rules and regulations of the NYSE; (g) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions governing antitrust or merger control matters; (h) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (i) any such other consent, approval, order, authorization, registration, declaration, notice, filing or permit where the failure to obtain or make the same, individually or in the aggregate, (A) would not prevent or materially delay consummation of the Merger or other transactions contemplated by this Agreement or (B) is not material.

Governmental Approvals and Notices. No consent, approval, order or authorization of, or registration, declaration or filing with, notice to or permit from, any Governmental Entity, is required by or on behalf of the Company any Purchaser Party or any of the Company their Subsidiaries in connection with the execution and delivery of this Agreement by the Company any Purchaser Party or the Operating Partnership, the consummation by the Company or the Operating Partnership any Purchaser Party of the transactions contemplated hereby and the performance of their respective its obligations hereunder, or for the consummation of the Offer except for: (a) the filing with the SEC of (i) (A) the Schedule 14D-9 and a proxy or information statement in preliminary and definitive form relating to the Company Stockholder Meeting to be held in connection with the Merger or (B) other documents otherwise required in connection with the transactions contemplated hereby and (ii) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; (b) the filing of the Company Certificate of Merger with, and the acceptance for record of the Company Certificate of Merger by, the Delaware Dela-ware Secretary of State; (cb) the filing of the Partnership Certificate of Merger with, and the acceptance for record of the Partnership Certificate of Merger by, the Delaware Secretary of State; (dc) such filings and approvals as may be required by any applicable state securities or “blue sky” 43 Laws; (ed) such filings as may be required in connection with state or local transfer and gains taxes; (fe) any filings or notices required under the rules and regulations of the NYSENew York Stock Exchange; (gf) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions ju- risdictions governing antitrust or merger control matters; (hg) compliance with any applicable requirements re- quirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), ; and (ih) any such other consent, approval, order, authorization, registrationregis- tration, declaration, notice, filing or permit where that the failure to obtain or make the samemake, individually or in the aggregate, (A) would not prevent or materially delay consummation of the Merger or other transactions contemplated by this Agreement or (B) is not materialconstitute a Parent Material Adverse Effect.

Governmental Approvals and Notices. No consent, approval, order or authorization of, or registration, declaration or filing with, notice to or permit from, any Governmental Entity, is required by or on behalf of the Company or any of the Company Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the Operating Partnership, Partnership or the consummation by the Company or the Operating Partnership of the transactions contemplated hereby and the performance of their respective obligations hereunder, or for the consummation of the Offer except for: (a) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (i) (A) the Schedule 14D-9 and a proxy or information statement in preliminary and definitive form relating to the Company Stockholder Meeting to be held in connection with the Merger or (B) other documents otherwise required in connection with the transactions contemplated hereby and (ii) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; (b) the filing of the Company Certificate of Merger with, and the acceptance for record of the Company Certificate of Merger by, the Delaware Secretary of State; (c) the filing of the Partnership Certificate of Merger with, and the acceptance for record of the Partnership Certificate of Merger by, the Delaware Secretary of State; (d) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws; (e) such filings as may be required in connection with state or local transfer and gains taxes; (f) any filings or notices required under the rules and regulations of the NYSE; (g) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions governing antitrust or merger control matters; (h) compliance with any applicable requirements of the XxxxHaxx-Xxxxx-Xxxxxx Antitrust Xntitrust Improvements Act of 1976, as amended (the “HSR Act”), and (i) any such other consent, approval, order, authorization, registration, declaration, notice, filing or permit where the failure to obtain or make the same, individually or in the aggregate, (A) would not prevent or materially delay consummation of the Merger or other transactions contemplated by this Agreement or (B) is not material.

Governmental Approvals and Notices. No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, notice to or permit from, any Governmental EntityEntity (individually, a “Governmental Consent or Filing”, and, collectively, “Governmental Consents and Filings”) is required by or on behalf of the Company Diamond or any of the Company Diamond Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the Operating PartnershipDiamond, the consummation by the Company or the Operating Partnership Diamond of the transactions contemplated hereby and the performance of their respective its obligations hereunder, or for the consummation of the Offer except for: (aa)(i) the filing with the SEC of (i) (A) the Schedule 14D-9 and a proxy or information statement in preliminary and definitive form relating to the Company Diamond Stockholder Meeting to be held in connection with the Merger or (Bii) other documents otherwise required in connection with the transactions contemplated hereby and (ii) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)to be filed under, and such any other compliance with the Exchange Act with, applicable federal, state and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated herebyforeign securities laws; (b) the filing of the Company Certificate of Merger with, and the acceptance for record of the Company Certificate of Merger by, the Delaware Secretary of State; (c) any filings or notices required under the filing rules and regulations of the Partnership Certificate of Merger with, and the acceptance for record of the Partnership Certificate of Merger by, the Delaware Secretary of StateNYSE; (d) such filings those Governmental Consents and approvals as may be required by any applicable state securities or “blue sky” Laws; (e) such filings Filings as may be required in connection with state or local transfer and gains taxes; (f) any filings or notices required under the rules and regulations of the NYSE; (g) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions governing antitrust or merger control matters; (he) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”)) and of laws, rules and regulations in foreign jurisdictions analogous to the HSR Act or otherwise governing antitrust or merger control matters; (f) those Governmental Consents and Filings as may be required by reason of the business or identity of Ruby or any of its Affiliates; (g) any filings under the New Jersey Industrial Site Recovery Act; (h) the NASD Approval; and (i) any such other consent, approval, order, authorization, registration, declaration, notice, filing Governmental Consent or permit Filing where the failure to obtain or make the samesame would not reasonably be expected to have, individually or in the aggregate, (A) would not prevent or materially delay consummation of the Merger or other transactions contemplated by this Agreement or (B) is not materiala Diamond Material Adverse Effect.

Governmental Approvals and Notices. No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, notice to or permit from, any Governmental EntityEntity (individually, a "Governmental Consent or Filing", and, collectively, "Governmental Consents and Filings") is required by or on behalf of the Company Diamond or any of the Company Diamond Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the Operating PartnershipDiamond, the consummation by the Company or the Operating Partnership Diamond of the transactions contemplated hereby and the performance of their respective its obligations hereunder, or for the consummation of the Offer except for: (aa)(i) the filing with the SEC of (i) (A) the Schedule 14D-9 and a proxy or information statement in preliminary and definitive form relating to the Company Diamond Stockholder Meeting to be held in connection with the Merger or (Bii) other documents otherwise required in connection with the transactions contemplated hereby and (ii) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)to be filed under, and such any other compliance with the Exchange Act with, applicable federal, state and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated herebyforeign securities laws; (b) the filing of the Company Certificate of Merger with, and the acceptance for record of the Company Certificate of Merger by, the Delaware Secretary of State; (c) any filings or notices required under the filing rules and regulations of the Partnership Certificate of Merger with, and the acceptance for record of the Partnership Certificate of Merger by, the Delaware Secretary of StateNYSE; (d) such filings those Governmental Consents and approvals as may be required by any applicable state securities or “blue sky” Laws; (e) such filings Filings as may be required in connection with state or local transfer and gains taxes; (f) any filings or notices required under the rules and regulations of the NYSE; (g) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions governing antitrust or merger control matters; (he) compliance with any applicable requirements of the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (txx "XXX Xxx") xxx of laws, rules and regulations in foreign jurisdictions analogous to the “HSR Act or otherwise governing antitrust or merger control matters; (f) those Governmental Consents and Filings as may be required by reason of the business or identity of Ruby or any of its Affiliates; (g) any filings under the New Jersey Industrial Site Recovery Act”), ; (h) the NASD Approval; and (i) any such other consent, approval, order, authorization, registration, declaration, notice, filing Governmental Consent or permit Filing where the failure to obtain or make the samesame would not reasonably be expected to have, individually or in the aggregate, (A) would not prevent or materially delay consummation of the Merger or other transactions contemplated by this Agreement or (B) is not materiala Diamond Material Adverse Effect.

Governmental Approvals and Notices. No consent, approval, order or authorization of, or registration, declaration or filing with, notice to or permit from, any Governmental Entity, is required by or on behalf of the Company NCIC or any of the Company Subsidiaries NCIC Subsidiary in connection with the execution and delivery of this Agreement by the Company NCIC or the Operating Partnership, NSP or the consummation by the Company NCIC or the Operating Partnership NSP of the transactions contemplated hereby and the performance of their respective obligations hereunderhereby, or for the consummation of the Offer except for: (a) the filing with the SEC Securities and Exchange Commission (the "SEC") of (i) (A) the Schedule 14D-9 and a proxy or information statement in preliminary and definitive form relating to the Company Stockholder Meeting to be held in connection with the Merger or (B) other documents otherwise required in connection with the transactions contemplated hereby and (ii) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated herebythereby; (b) the filing and acceptance of the Company Certificate Articles of Merger with, and pursuant to the acceptance for record of the Company Certificate of Merger by, the Delaware Secretary of StateMGCL; (c) the filing and acceptance of the Partnership Certificate of Merger with, pursuant to the DRULPA and the acceptance for record of the Partnership Certificate of Merger by, the Delaware Secretary of StateLLC Act; (d) the filing and acceptance of the NCIC Charter Amendment pursuant to the MGCL; (e) such filings and approvals as may be required by any applicable state securities or “"blue sky” " Laws; (ef) such filings as may be required in connection with state or local transfer and gains taxes; (fg) compliance with any filings or notices required under the rules and regulations applicable requirements of the NYSEXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (gh) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions governing antitrust or merger control matters; (h) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (i) any such other consent, approval, order, authorization, registration, declaration, notice, filing or permit where that the failure to obtain or make the samemake, individually or in the aggregate, (A) would not prevent or materially delay consummation of the Merger or other transactions contemplated by this Agreement or (B) is not materialconstitute an NCIC Material Adverse Effect.