Common use of Governmental Approvals and/or Consents Clause in Contracts

Governmental Approvals and/or Consents. The applicable waiting periods specified under Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to the transactions contemplated by the Recapitalization Agreement shall have lapsed or been terminated and all other consents or approvals under the Competition Act (Canada) from the Canadian Bureau of Competition, any of the antitrust or competition governmental authorities of any other jurisdiction in which the Recapitalized Business, Holdings or any of its Subsidiaries owns a material amount of assets, and all other consents and approvals from any other Governmental Authority required to consummate the transactions contemplated by the Recapitalization Agreement, the failure of which to obtain could have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Holdings and its Subsidiaries, taken as a whole, shall have been obtained. On the Closing Date, there shall be no injunction, restraining order or decree of any nature of any Governmental Authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by the Recapitalization Agreement. All Loans to the Borrowers (and all guarantees thereof and security therefor), as well as the Recapitalization and the consummation thereof, shall be in substantial compliance in all material respects with all applicable requirements of law, including Regulations T, U and X of the Board (the “Margin Regulations”). The U.S. Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower stating that all other consents, authorizations, notices and filings referred to in Schedule 5.4 are in full force and effect or have the status described therein, and the U.S. Administrative Agent shall have received evidence thereof reasonably satisfactory to it.

Governmental Approvals and/or Consents. The applicable waiting periods specified under HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to the transactions contemplated by the Recapitalization Agreement shall have lapsed or been terminated and all other consents or approvals under the Competition Act (Canada) from the Canadian Bureau of Competition, any of the antitrust or competition governmental authorities of any other jurisdiction in which the Recapitalized Business, Holdings or any of its Subsidiaries owns a material amount of assets, and all other consents and approvals from any other Governmental Authority required to consummate the transactions contemplated by the Recapitalization Agreement, the failure of which to obtain could have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Holdings and its Subsidiaries, taken as a whole, shall have been obtained. On the Closing Date, there shall be no injunction, restraining order or decree of any nature of any Governmental Authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by the Recapitalization Agreement. All Term Loans to the Borrowers (and all guarantees thereof and security therefor), as well as the Recapitalization and the consummation thereof, shall be in substantial compliance in all material respects with all applicable requirements of law, including Regulations T, U and X of the Board (the “"Margin Regulations”"). The U.S. Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower stating that all other consents, authorizations, notices and filings referred to in Schedule 5.4 4.4 are in full force and effect or have the status described therein, and the U.S. Administrative Agent shall have received evidence thereof reasonably satisfactory to it.

Governmental Approvals and/or Consents. The applicable waiting periods specified under HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to the transactions contemplated by the Recapitalization Acquisition Agreement shall have lapsed or been terminated and all other consents or approvals under the Competition Act (Canada) from the Canadian Bureau of Competition, the European Commission or any competent antitrust or competition authority of any member state of the European Union, any required approval of any Australian antitrust or competition governmental authority, any of the antitrust or competition governmental authorities of any other jurisdiction in which the Recapitalized Business, Holdings or any of Parent Borrower and its Subsidiaries owns a material amount of assets, governmental authorities in Ireland and Bermuda with respect to Irish and Bermuda insurance laws (it being understood that approvals of the Irish and Bermuda insurance authorities shall only be conditions if the Closing Date is on or prior to February 15, 2006) and all other consents and approvals from any other Governmental Authority governmental authority required to consummate the transactions contemplated by the Recapitalization Acquisition Agreement, the failure of which to obtain could would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Holdings the Parent Borrower and its Subsidiaries, taken as a whole, shall have been obtained. On At the Closing Date, there shall be no injunction, restraining re-straining order or decree of any nature of any Governmental Authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by the Recapitalization Acquisition Agreement. All Loans loans to the Borrowers (and all guarantees thereof and security therefor), as well as the Recapitalization Acquisition and the consummation thereof, shall be in substantial compliance in all material respects with all applicable requirements of law, including Regulations T, U and X of the Federal Reserve Board (the “Margin Regulations”). The U.S. Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower stating that all other consents, authorizations, notices and filings referred to in Schedule 5.4 are in full force and effect or have the status described therein, and the U.S. Administrative Agent shall have received evidence thereof reasonably satisfactory to it.

Governmental Approvals and/or Consents. The applicable waiting periods specified under HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to the transactions contemplated by the Recapitalization Agreement shall have lapsed or been terminated and all other consents or approvals under the Competition Act (Canada) from the Canadian Bureau of Competition, any of the antitrust or competition governmental authorities of any other jurisdiction in which the Recapitalized Business, Holdings or any of its Subsidiaries owns a material amount of assets, and all other consents and approvals from any other Governmental Authority required to consummate the transactions contemplated by the Recapitalization Agreement, the failure of which to obtain could have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Holdings and its Subsidiaries, taken as a whole, shall have been obtained. On the Closing Date, there shall be no injunction, restraining order or decree of any nature of any Governmental Authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by the Recapitalization Agreement. All Loans to the Borrowers (and all guarantees thereof and security therefor), as well as the Recapitalization and the consummation thereof, shall be in substantial compliance in all material respects with all applicable requirements of law, including Regulations T, U and X of the Board (the “Margin Regulations”). The U.S. Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower stating that all other consents, authorizations, notices and filings referred to in Schedule 5.4 are in full force and effect or have the status described therein, and the U.S. Administrative Agent shall have received evidence thereof reasonably satisfactory to it.

Governmental Approvals and/or Consents. The applicable waiting periods specified under HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to the transactions contemplated by the Recapitalization Acquisition Agreement shall have lapsed or been terminated and all other consents or approvals under the Competition Act (Canada) from the Canadian Bureau of Competition, the European Commission or any competent antitrust or competition authority of any member state of the European Union, any required approval of any Australian antitrust or competition governmental authority, any of the antitrust or competition governmental authorities of any other jurisdiction in which the Recapitalized Business, Holdings or any of Parent Borrower and its Subsidiaries owns a material amount of assets, governmental authorities in Ireland and Bermuda with respect to Irish and Bermuda insurance laws (it being understood that approvals of the Irish and Bermuda insurance authorities shall only be conditions if the Closing Date is on or prior to February 15, 2006) and all other consents and approvals from any other Governmental Authority governmental authority required to consummate the transactions contemplated by the Recapitalization Acquisition Agreement, the failure of which to obtain could would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Holdings the Parent Borrower and its Subsidiaries, taken as a whole, shall have been obtained. On At the Closing Date, there shall be no injunction, restraining re-straining order or decree of any nature of any Governmental Authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by the Recapitalization Acquisition Agreement. All Loans loans to the Borrowers Parent Borrower (and all guarantees thereof and security therefor), as well as the Recapitalization Acquisition and the consummation thereof, shall be in substantial compliance in all material respects with all applicable requirements of law, including Regulations T, U and X of the Federal Reserve Board (the “Margin Regulations”). The U.S. Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower stating that all other consents, authorizations, notices and filings referred to in Schedule 5.4 are in full force and effect or have the status described therein, and the U.S. Administrative Agent shall have received evidence thereof reasonably satisfactory to it.

Governmental Approvals and/or Consents. The applicable waiting periods specified under Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to the transactions contemplated by the Recapitalization Agreement shall have lapsed or been terminated and all other consents or approvals under the Competition Act (Canada) from the Canadian Bureau of Competition, any of the antitrust or competition governmental authorities of any other jurisdiction in which the Recapitalized Business, Holdings or any of its Subsidiaries owns a material amount of assets, and all other consents and approvals from any other Governmental Authority required to consummate the transactions contemplated by the Recapitalization Agreement, the failure of which to obtain could have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Holdings and its Subsidiaries, taken as a whole, shall have been obtained. On the Closing Date, there shall be no injunction, restraining order or decree of any nature of any Governmental Authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by the Recapitalization Agreement. All Term Loans to the Borrowers (and all guarantees thereof and security therefor), as well as the Recapitalization and the consummation thereof, shall be in substantial compliance in all material respects with all applicable requirements of law, including Regulations T, U and X of the Board (the “Margin Regulations”). The U.S. Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower stating that all other consents, authorizations, notices and filings referred to in Schedule 5.4 4.4 are in full force and effect or have the status described therein, and the U.S. Administrative Agent shall have received evidence thereof reasonably satisfactory to it.

Governmental Approvals and/or Consents. The applicable waiting periods specified under HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to the transactions contemplated by the Recapitalization Agreement shall have lapsed or been terminated and all other consents or approvals under the Competition Act (Canada) from the Canadian Bureau of Competition, any of the antitrust or competition governmental authorities of any other jurisdiction in which the Recapitalized Business, Holdings or any of its Subsidiaries owns a material amount of assets, and all other consents and approvals from any other Governmental Authority required to consummate the transactions contemplated by the Recapitalization Agreement, the failure of which to obtain could have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Holdings and its Subsidiaries, taken as a whole, shall have been obtained. On the Closing Date, there shall be no injunction, restraining order or decree of any nature of any Governmental Authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by the Recapitalization Agreement. All Loans to the Borrowers (and all guarantees thereof and security therefor), as well as the Recapitalization and the consummation thereof, shall be in substantial compliance in all material respects with all applicable requirements of law, including Regulations T, U and X of the Board (the “"Margin Regulations”"). The U.S. Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower stating that all other consents, authorizations, notices and filings referred to in Schedule 5.4 are in full force and effect or have the status described therein, and the U.S. Administrative Agent shall have received evidence thereof reasonably satisfactory to it.