Governmental Approvals and Other Consents and Approvals Sample Clauses

Governmental Approvals and Other Consents and Approvals. No Governmental Approvals or other consents, actions or approvals are required in connection with (i) the participation by any Borrower, any General Partner or any Limited Partner in the transactions contemplated by this Agreement and the other Basic Documents, (ii) the use, ownership, maintenance or operation of the Assets in accordance with the applicable provisions of the Basic Documents and in compliance with all Applicable Laws, (iii) the validity and enforceability of the Lone Star Contract, the Supply Agreement and the other Basic Documents, (iv) the participation by Lender in the transactions contemplated by this Agreement and the other Basic Documents to which it is a party (other than any Governmental Approvals, consents, actions or approvals under any law, rule or regulation of (or administered by) any federal or state regulatory body primarily responsible for regulating the activities of Lender) and (v) the grant by the Borrowers, the General Partners, the Limited Partners and Castle of the Liens created pursuant to the Collateral Security Documents and the validity, perfection and enforceability thereof and the exercise by the Lender of its rights and remedies thereunder, except in each case for those Governmental Approvals set forth on Schedule 4. The continuation, validity and effectiveness of each such Governmental Approval set forth on Schedule 4 will in no way be adversely affected by the transactions contemplated by this Agreement or the Collateral Security Documents. No Borrower is in breach of, or in default under the terms of, and has not engaged in any activity which would cause revocation or suspension of, any such Governmental Approval and, to such Representing Party's knowledge after diligent investigation, no action or proceeding looking to or contemplating the revocation or suspension of any thereof is pending or threatened.
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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 approvals 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 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 workers' compensation, unemployment insurance and other types of social security payments. Rocky Mountain shall not create any Lien on any property of T...
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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).
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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 Project, 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 or Tennessee (in their capacities as operators of the Pipeline), to participate in the transactions contemplated by this Agreement, the other Loan Documents and the Primary Agreements or to perform their obligations under the Primary Agreements to which they are parties, 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.
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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.
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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.
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Governmental Approvals and Other Consents and Approvals. (a) Except as set forth on Schedule 3 (with respect to items (i), (ii) and (iii) below) and Schedule 4 (with respect to item (iv) below), no Governmental Approvals or other consents or approvals are required in connection with (i) the participation by the Partnership, SECI General or North Country in the transactions contemplated by this Agreement and the other Basic Documents, (ii) the acquisition, construction, use, ownership, maintenance or operation of the Project in accordance with the applicable provisions of the Basic Documents and in compliance with all Applicable Laws, (iii) the validity and enforceability against the Partnership, SECI General or North Country, as the case may be, of the Basic Documents to which it is a party, and (iv) the grant by the Partnership of the Liens created pursuant to the Collateral Security Documents and the validity, perfection and enforceability thereof and the exercise by the Agent, the Lenders and the Surety Bond Arranger of their respective rights and remedies thereunder (except any Governmental Approvals or other consents or approvals applicable to the Agent, any Lender or the Surety Bond Arranger other than as a result of its participation in the transactions contemplated herein).
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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.
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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.
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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.

  • Governmental Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or will be a party.

  • Consents, Approvals and Requests Unless otherwise specified in this Agreement, all consents and approvals, acceptances or similar actions to be given by either Party under this Agreement shall not be unreasonably withheld or delayed and each Party shall make only reasonable requests under this Agreement.

  • 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.

  • Consents and Governmental Approvals (a) Subject to Section 1.05(c), to the extent that the assignment, transfer, conveyance or delivery of any Transferred REB Asset to WRECO or a WRECO Subsidiary or of any Transferred Excluded Asset to Weyerhaeuser or a Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) in connection with the REB Transfers would constitute a violation of applicable Law, or would require a Consent or Governmental Approval that has not been obtained or made prior to the REB Transfer Time, then the assignment, transfer, conveyance or delivery of such Transferred REB Asset or Transferred Excluded Asset (collectively, the “Delayed Transfer Assets”) will automatically be deferred, and no such assignment, transfer, conveyance or delivery will occur, until all legal impediments are removed or such Consents or Governmental Approvals have been obtained or made with respect to the applicable Delayed Transfer Assets. Notwithstanding such deferral of the assignment, transfer, conveyance and delivery of the Delayed Transfer Assets, any Delayed Transfer Asset will still be considered an REB Asset or Excluded Asset, as the case may be, and from the REB Transfer Time until the consummation of assignment, transfer, conveyance and delivery of such Delayed Transfer Asset, Weyerhaeuser or the applicable Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) shall hold any Transferred REB Assets that are Delayed Transfer Assets in trust for the use and benefit, insofar as reasonably practicable, of WRECO or the applicable WRECO Subsidiary at the sole expense of WRECO or the applicable WRECO Subsidiary, and WRECO or the applicable WRECO Subsidiary shall hold any Transferred Excluded Assets that are Delayed Transfer Assets in trust for the use and benefit, insofar as reasonably practicable, of Weyerhaeuser or the applicable Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) at the sole expense of Weyerhaeuser or the applicable Weyerhaeuser Subsidiary. Weyerhaeuser shall use commercially reasonable efforts to develop and implement arrangements to place WRECO and the WRECO Subsidiaries and Weyerhaeuser and the Weyerhaeuser Subsidiaries (other than WRECO and the WRECO Subsidiaries), as the case may be, insofar as reasonably practicable, in the same position as if the Delayed Transfer Assets had been assigned, transferred, conveyed and delivered and so that all the benefits and burdens relating to such Delayed Transfer Assets, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, inure from and after the REB Transfer Time to WRECO and the WRECO Subsidiaries, in the case of Transferred REB Assets that are Delayed Transfer Assets, or to Weyerhaeuser and the Weyerhaeuser Subsidiaries (other than WRECO and the WRECO Subsidiaries), in the case of Transferred Excluded Assets that are Delayed Transfer Assets. If and when the legal impediments, Consents or Governmental Approvals, the presence or the absence of which caused the deferral of the assignment, transfer, conveyance and delivery of any Delayed Transfer Assets pursuant to this Section 1.05(a), are removed, obtained or made, as the case may be, the assignment, transfer, conveyance and delivery of the applicable Delayed Transfer Asset shall be promptly effected in accordance with the terms of this Agreement and the other applicable Transaction Documents, without the payment of additional consideration. On the Closing Date, Weyerhaeuser shall use its reasonable best efforts to deliver to Parent (for information purposes only) a schedule setting forth all material Delayed Transfer Assets existing as of the Closing Date.

  • Governmental Approvals, etc No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required for the grant by the Company of the security interest granted hereby or the due execution, delivery or performance by the Company of this Agreement other than (i) filings and recordings in respect of the Liens created hereunder, (ii) those that have been, or on the date of this Agreement will be, duly obtained or made and will be in full force and effect, (iii) those required under applicable securities laws in connection with a disposition of Collateral and (iv) those necessary in connection with any transaction contemplated by Section 4(k) hereof.

  • 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 All Governmental Actions of all Governmental Authorities required with respect to the transactions contemplated by the Transaction Documents, the Note and the documents related thereto shall have been obtained or made.

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