Governmental Approvals and Other Consents and Approvals Sample Clauses

Governmental Approvals and Other Consents and Approvals. (a) No Governmental Approvals are required for (i) the participation by the Borrower in the transactions contemplated by this Agreement and the other Credit Documents, (ii) the validity and enforceability against the Borrower of the Credit Documents to which it is a party, and (iii) the grant by the Borrower of the Liens created pursuant to the Senior Security Documents to which it is a party and the validity, perfection and enforceability thereof and the exercise by the Agent, the Collateral Agent and the Lenders of their rights and remedies thereunder (except any Governmental Approvals or other consents or approvals applicable to the Agent, the Collateral Agent, the Lenders, the Standby L/C Issuer or the Surety L/C Issuer). (b) No Governmental Approvals (except as set forth on Schedule 5), or other consents or approvals (other than those already obtained or that are obtainable in due course and will be obtained when necessary) are required in connection with the validity and enforceability of the XXX/Borrower Mortgage. (c) The Borrower possesses all Governmental Approvals presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as now or proposed to be conducted, except where the failure to obtain such Permits would not, individually or in the aggregate, have a Material Adverse Effect. A list of all such Governmental Approvals is set forth in Schedule 5. The Borrower has fulfilled and performed all of its obligations with respect to such Governmantal Approvals and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any such Governmental Approval; and the Borrower has not received any notice of any proceeding relating to revocation or modification of any such Governmental Approval except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.
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Governmental Approvals and Other Consents and Approvals. Except as set forth on Schedule 3.2 attached hereto, no Governmental Approvals or other consents or approval are required to be obtained by Rocky Mountain in connection with (a) the participation by Rocky Mountain in the transactions involved in the Assigned Agreement or the execution, delivery, or performance by Rocky Mountain of the Assigned Agreement, the Supplemental Agreement or any documents related to the Assigned agreement, or (b) the use, ownership, lease, operation, or maintenance of the Facility in accordance with the applicable provisions of any such documents and in compliance with all applicable laws, including Environmental Laws. Each of the Governmental Approvals and other consents and approvals listed in Part A of Schedule 3.2 has been duly obtained or made, validly issued, is in full force and effect and is not subject to appeal or judicial, governmental, or other review, except as disclosed on such Schedule. None of the Governmental Approvals and other consents and approvals listed in Part B of Schedule. None of the Governmental Approvals and other consents and approvals listed in Part B of Schedule 3.2 is required to be obtained in order to be in compliance in all respects with all requirements of law as of the date hereof. Rocky Mountain has no reason to believe that any of the Governmental Approvals and other consents and approvals listed in Part B of Schedule 3.2 cannot or will not be obtained or made in the normal course of business as and when required (as set forth in Schedule 3.2) and without significant expense. All contracts, Governmental Approvals, entitlements and other property owned by Rocky Mountain and used in connection with the Facility shall, upon the Commencement Date of the Lease Term under the Assigned Agreement, be held by Rocky Mountain free and clear of any Lien, other than (a) liens incurred by Rocky Mountain in the ordinary course of business to secure lines of credit for working capital, (b) liens for personal property taxes, the payment of which is not then due, (c) carrier's, warehousemen's, repairmen's and other like liens arising in the ordinary course of business or incidental to the operation of the Greenhouse which secure payment of sums which are not delinquent, and (d) liens (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance and other types of social security
Sample 1
Governmental Approvals and Other Consents and Approvals. All Governmental Approvals and other consents and approvals referred to in Section 8.05 shall have been duly obtained or made and shall be in full force and effect, and a copy of each such Governmental Approval, consent and approval shall have been delivered to the Agent, together with a certificate of a Responsible Officer of the Borrower certifying as to the foregoing.
Sample 1
Governmental Approvals and Other Consents and Approvals. No Governmental Approval or other consent or approval of third parties is required in connection with the execution, delivery and performance of the Loan Documents by the Borrower. No material Governmental Approval is required for the Borrower to own and operate the Pipeline, to transport up to 987 MDth/d of natural gas through the Pipeline and to carry on its business as now being conducted and as proposed to be conducted by it, or for the Borrower, or the Operator (in its capacity as operator of the Pipeline), to participate in the transactions contemplated by this Agreement, the other Loan Documents, except for those Governmental Approvals which have been duly obtained or made, have been accepted by the Borrower, are in full force and effect, are not the subject of any pending judicial or administrative proceedings, and if the applicable statute, rule or regulation provides for a fixed period for judicial or administrative appeal or review thereof, such periods have expired and no petition for administrative or judicial appeal or review has been filed other than those Governmental Approvals and other consents or approvals of third parties the failure of which, individually or collectively, would not reasonably be expected to have a Material Adverse Effect.
Sample 1
Governmental Approvals and Other Consents and Approvals. Except as set forth on Schedule 3.6, no Governmental Approvals or other consents or approvals except routine filings, registrations and permits which are ministerial in nature (collectively, the "Approvals") are required to be obtained by it or any of its Affiliates in connection with its participation or its Affiliates' participation, in the transactions contemplated by this Agreement and the other Basic Documents, or the execution, delivery or performance by it or any of its Affiliates, of any Basic Document to which it is a party, in accordance with the applicable provisions of the Basic Documents and in compliance in all respects with all applicable Requirements of Law, in each case as of the Closing Date and on any other date this representation and warranty is made or deemed made, subject to the next succeeding sentence. To the extent the foregoing representation or warranty is made or deemed made on a date other than the Closing Date it shall be subject to the exclusion of additional Approvals the absence of which would not reasonably be expected to have a Material Adverse Effect. The Approvals set forth on Schedule 3.6 are (i) in full force and effect, (ii) have been validly issued in the name of the Person required to receive it and in compliance with all Requirements of Law and (iii) not subject to appeal or any restriction, condition, limitation or other provision that in the sole judgment of the Majority Lenders has, or would be reasonably expected to have, a Material Adverse Effect.
Sample 1
Governmental Approvals and Other Consents and Approvals. Except for those that have been duly obtained and are in full force and effect, no governmental approvals or other consents or approvals or notices of or to any person are required in connection with the execution, delivery, performance (by the Guarantor), validity or enforceability of this Guaranty.
Sample 1
Governmental Approvals and Other Consents and Approvals. Except for ------------------------------------------------------- the filing of the financing statements with the UCC filing offices, no Governmental Approvals or other consents or approvals or notices of or to any Person are required in connection with (a) the participation by the Borrower in the transactions contemplated by the Loan Documents, (b) the use, ownership or operation of the Identified Sites in accordance with the applicable provisions of the Loan Documents and in compliance with all Requirements of Law.
Sample 1
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Related to Governmental Approvals and Other Consents and Approvals

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Partnership and Royale shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.03 and Section 5.03 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Ancillary Document; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Matrix or the Royale Parties and Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 6.08 shall require, or be construed to require, the Partnership or Royale or any of their Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Royale, the Partnership or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Partnership Material Adverse Effect or a Royale Material Adverse Effect, or which would materially and adversely impact the economic or business benefits to Parent, Royale, Matrix, the Partnership or their respective stockholders or partners, of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

  • Governmental Approvals Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.

  • 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.

  • Governmental Approvals and Filings Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

  • 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.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Approvals and Consents Subject to any express provision in this Agreement to the contrary, a Party may conditionally or unconditionally give or withhold any consent to be given under this Agreement.

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.2(c), the execution, delivery and performance by NBC of this Agreement and the ------ Implementing Agreements to which it is a party and the consummation by NBC of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the SNAP LLC Agreement; (ii) require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of SNAP under any of the terms, conditions or provisions of any contract or license to which SNAP is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to SNAP; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Consents and Approvals; No Violations Except as set forth in Section 3.6 of the Company Disclosure Schedule, subject to receipt of the Company Shareholder Approval, Parent Shareholder Approval and the Required Limited Partners Approval and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act or state securities laws, (b) the filing with the SEC of a joint proxy statement in definitive form relating to the meeting of the Company’s stockholders and the meeting of Parent’s stockholders, in each case, to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a joint prospectus, and declaration of effectiveness of the Form S-4, such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and approval of listing of such Parent Common Stock on the NYSE, (c) for (A) the acceptance for record by the SDAT of the Maryland Articles of Merger and (B) the filing of the Delaware Merger Certificate with the DSOS, (d) compliance with the NYSE rules and regulations and (e) such filings as may be required in connection with any transfer Taxes, none of the execution, delivery or performance of this Agreement by the Company and the Operating Partnership, the consummation by the Company and the Operating Partnership of the Mergers or compliance by the Company and the Operating Partnership with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of the Company or the comparable governing instruments of any of its Subsidiaries, (ii) require any filing by the Company or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any municipal, local, state or federal government or governmental authority or by any United States or state court of competent jurisdiction (each, a “Governmental Entity”), (iii) require any consent or notice under, result in a violation or breach by the Company or any Company Subsidiary of, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of notice, termination, amendment, cancellation, recapture or acceleration) under, result in the triggering of any payment, or result in the creation of any Lien or other encumbrance on any property or asset of the Company or any of the Company Subsidiaries pursuant to, any of the terms, conditions or provisions of any Material Contract to which the Company or any Company Subsidiary is a party or by which it or any of its respective properties or assets may be bound or any change in the rights or obligations of any party under any Material Contract or (iv) violate any order, writ, injunction, decree, statute, ordinance, requirement, rule or regulation applicable to the Company or any Company Subsidiary or any of its respective properties or assets (collectively, “Laws”), excluding from the foregoing clauses (i) (other than in the case of the Company), (ii), (iii) and (iv) any of the foregoing which, would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect and any of the foregoing arising in connection with the Financing or arising as a result of any circumstances or requirements applicable to Parent or any of its Affiliates.

  • Consents and Approvals; No Conflicts Subject to the recording of any of the Seller’s Documents as appropriate, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereof.

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