Common use of Governmental Approvals and Other Consents and Approvals Clause in Contracts

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.

Appears in 1 contract

Samples: Credit Agreement (American Rock Salt Co LLC)

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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 Lenders or the Surety L/C Letters of Credit Issuer). (b) No other Governmental Approvals (except as set forth on Schedule 55 attached hereto), 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 55 attached hereto. The Borrower has fulfilled and performed all of its obligations with respect to such Governmantal Governmental 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.

Appears in 1 contract

Samples: Credit Agreement (American Rock Salt Co LLC)

Governmental Approvals and Other Consents and Approvals. (a) No Governmental Approvals or other consents, actions or approvals are required for in connection with (i) the participation by the Borrower any Borrower, any General Partner or any Limited Partner in the transactions contemplated by this Agreement and the other Credit 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 against the Borrower of the Credit 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 partyparty (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 (iiiv) the grant by the Borrower Borrowers, the General Partners, the Limited Partners and Castle of the Liens created pursuant to the Senior Collateral 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 Lender of their its rights and remedies thereunder (thereunder, except any in each case for those 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)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 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 default under 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 beterms of, 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 has not engaged in any activity which 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, cause 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 suspension of, any such Governmental Approval except where and, to such Representing Party's knowledge after diligent investigation, no action or proceeding looking to or contemplating the revocation or modification would not, individually suspension of any thereof is pending or in the aggregate, have a Material Adverse Effectthreatened.

Appears in 1 contract

Samples: Loan Agreement (Castle Energy Corp)

Governmental Approvals and Other Consents and Approvals. (a) No Governmental Approvals are required for in connection with (ia) the participation by the Borrower in the transactions contemplated by this Agreement and the other Credit Project Documents, (iib) the use, ownership or operation of the Project in accordance with the applicable provisions of the Project Documents and in compliance with all Requirements of Law (including, without limitation, all applicable environmental laws and regulations), (c) the validity and enforceability against of the Power Purchase Agreements, the Coal Supply Agreements and the other Project Documents as to the Borrower or CI, as the case may be, the Power Purchase Agreements as to Virginia Power, the Steam Purchase Agreement as to DuPont, and, to the best of the Credit Borrower's knowledge, the other Project Documents as to any Participant which it is a partyparty thereto, (d) the transportation of Fuel to the Facility and the use of the Fuel for operation of the Facility, (iiie) the transportation and disposal of ash generated by the Facility or (f) the grant by the Borrower of the Liens created pursuant to the Senior Security Documents, the perfection of such Liens, the validity and enforceability of such Liens and the 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 any Secured Party of their its rights and remedies thereunder (under the Security Documents, except any for those Governmental Approvals or other consents or approvals applicable to which are set forth in Schedule 4. Each of 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 in Schedule 5)4 has been duly obtained or made, is in full force and effect and is not the subject of any pending or other threatened 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 period has expired. All consents or and approvals (other than those already obtained or that are obtainable in due course and will Governmental Approvals) required to be obtained when necessary) are required by the Borrower or Cogentrix Energy or any Affiliate of any thereof in connection with the validity and enforceability any of the XXX/Borrower Mortgage. matters referred to in clauses (ca) 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 through (f) of the rights first sentence of the holder of any such Governmental Approval; this Section 8.05 have been duly obtained or made 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 are in the aggregate, have a Material Adverse Effectfull force and effect.

Appears in 1 contract

Samples: Reimbursement and Loan Agreement (Cogentrix Energy Inc)

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Governmental Approvals and Other Consents and Approvals. (a) No 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 for in connection with (i) the participation by the Borrower Partnership, SECI General or North Country in the transactions contemplated by this Agreement and the other Credit 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 Borrower Partnership, SECI General or North Country, as the case may be, of the Credit Basic Documents to which it is a party, and (iiiiv) the grant by the Borrower Partnership of the Liens created pursuant to the Senior Collateral Security Documents to which it is a party and the validity, perfection and enforceability thereof and the exercise by the Agent, the Collateral Agent Lenders and the Lenders Surety Bond Arranger of their respective 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 any Lender or the Surety L/C IssuerBond Arranger other than as a result of its participation in the transactions contemplated herein). (b) No To the best knowledge of the Partnership, SECI General and North Country after due inquiry, no Governmental Approvals (except as set forth on Schedule 5)3 and except with respect to Governmental Approvals required to be obtained by NYSEG or Georgia-Pacific with respect to the NYSEG Gas Agreement or the Georgia-Pacific Gas Agreement, as to which no representation or warranty is made) or other consents or approvals (other than those already obtained or that are obtainable in due course and will be obtained when necessary) are Amendment and Restatement of Loan Agreement required in connection with the that validity and enforceability of the XXX/Borrower Mortgage. Basic Documents (cother than the Loan Documents) The Borrower possesses all Governmental Approvals presently required against each party thereto (other than the Partnership, SECI General or necessary to own or leaseNorth Country, as the case may be) and the performance by such party of the Basic Documents. (c) No Governmental Approvals are required in connection with the participation by the Agent, the Lenders, the Letter of Credit Issuer or the Surety Bond Arranger in the transactions contemplated by this Agreement and the other Basic Documents to operate its properties which any of them is a party. (d) Except as otherwise indicated in Part A of Schedule 3, each of the Governmental Approvals and other consents and approvals listed on Part A of Schedule 3 has been duly obtained or made, is in full force and effect and not subject to carry any statutory period of appeal and is not currently under appeal or judicial review or, to the best knowledge of the Partnership and North Country, governmental or other review. None of the Governmental Approvals and other consents and approvals listed on its Part B of Schedule 3 is required to be obtained prior to the date hereof. Neither the Partnership nor North Country has reason to believe, after due inquiry, that any of the Governmental Approvals and other consents and approvals listed on Part B of Schedule 3 cannot or will not be obtained or made in the normal course of business as now or proposed to be conducted, except where and when required and in accordance with 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 date set forth in on Part B of Schedule 5. The Borrower has fulfilled and performed all of its obligations with respect to 3 for obtaining such Governmantal Approvals and no event has occurred which allows, actions 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 Effectconsents.

Appears in 1 contract

Samples: Loan Agreement (Ce Generation LLC)

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