Common use of Governmental Approvals; Third Party Consents Clause in Contracts

Governmental Approvals; Third Party Consents. No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or in connection with the Security Documents and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) the consummation of the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (other than filings and notices required under or in connection with the Security Documents). Prior to the Investment Grade Date, no consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documents.

Governmental Approvals; Third Party Consents. No (a) Except (a) for such filings and notifications as may be required by the HSR Act or other Antitrust Laws set forth in Schedule 4.3 of the Company Disclosure Letter, (b) for any required consent, orderapproval, order or authorization of, or registration, declaration or filing with, the FINRA, (c) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (d) for any approval, consent, authorization or approval filing that if not obtained would not be material to the Acquirer Parties, taken as a whole, and (e) as set forth in Schedule 5.3 of the Acquirer Disclosure Letter, no approval, consent, compliance, exemption, authorization or other action by, and no or notice to to, or filing with, any applicable Governmental Authority having jurisdiction or supervision over any Person (other than prior to the Investment Grade DateAcquirer Party, (x) the filings no consent or approval of any third parties and notices no lapse of a waiting period under an Applicable Law, is necessary or required under or in connection with the Security execution, delivery or performance by the Acquirer Parties of this Agreement and each of the other Transaction Documents to which it will be party or the transactions contemplated hereby and thereby. (yb) other than consents related to any real property interest that is subject No Governmental Authority or SRO has, prior to the Third Party Consent Limitationdate hereof, expressly communicated to Parent or its Subsidiaries in writing that any facts and circumstances exist that would cause any such Governmental Authority or SRO (i) is required for not to approve the transactions contemplated by this Agreement or (aii) the ownership, operation and maintenance to revoke or restrict any of the BorrowerParent’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) the consummation of Permits after the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (other than filings and notices required under or in connection with the Security Documents). Prior to the Investment Grade Date, no consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documentsthis Agreement.

Governmental Approvals; Third Party Consents. No Except (a) for such filings and notifications as may be required by the HSR Act and, if necessary, similar foreign competition or Antitrust Laws as set forth in Schedule 5.3 of the eSpeed Disclosure Schedule, (b) for such filings and notifications as may be required by the HSR Act and, if necessary, similar foreign competition or Antitrust Laws, (c) for any required consent, orderapproval, order or authorization of, or registration, declaration or filing with, the NASD, (d) the filing of the Proxy Statement with the SEC, (e) receipt of the eSpeed Stockholder Approval, (f) the filing of the Certificate of Merger, (g) such filings with the NASDAQ Global Market to obtain the authorizations for listing contemplated by this agreement, and (h) for any approval, consent, authorization of filing that if not obtained would not be material to eSpeed or approval its Subsidiaries (for each of (a) through (h), if required), no approval, consent, compliance, exemption, authorization or other action by, and no or notice to to, or filing with, any applicable stock exchanges, Governmental Authority Authority, quasi-governmental entity or SROs with jurisdiction or supervision over eSpeed or any Person (other than prior to the Investment Grade Dateof its Subsidiaries, (x) the filings no consent or approval of any third parties, and notices no lapse of a waiting period under any Requirement of Law, is necessary or required under or in connection with the Security Documents and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and or performance by the Borrower by, or the Guarantors enforcement against, eSpeed of this AgreementAgreement (including, effectiveness of the Notes (if any) or New Certificate of Incorporation and the Merger), each of the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as Transaction Documents to which it will be obtained, taken, given a party or made prior to the Effective Date, or (c) the consummation of the transactions contemplated hereby or and thereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (other than filings and notices required under or in connection with the Security Documents). Prior to the Investment Grade Date, no consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documents.

Governmental Approvals; Third Party Consents. No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or in connection with the Security Documents and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) From the ownershipdate of this Agreement until the Closing, operation Seller and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices Company shall use reasonable best efforts to obtain and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are maintain in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, ordersapprovals or actions of, authorizationsmake all filings with and give all notices to Governmental or Regulatory Authorities and any other Person necessary to permit Seller to perform their obligations under this Agreement, approvalsincluding with respect to the Pre-Closing Restructuring and including those set forth on Section 3.03, other actionsSection 3.04, notices Section 4.03, Section 4.04 and filings for which Section 4.17(a)(ii)(z) of the failure Seller Disclosure Schedule, and to obtain, individually or in consummate the aggregate, could not reasonably be expected to have a Material Adverse Effect, transactions contemplated hereby. (b) Seller and the due execution, delivery and performance by Company shall promptly notify Purchaser of any oral or written communication they receive from any Governmental or Regulatory Authority relating to the Borrower or matters that are the Guarantors subject of this Agreement, the Notes (if any) permit Purchaser to review and comment in advance any communication proposed to be made by Seller or the other Credit DocumentsCompany to any Governmental or Regulatory Authority, except including comments about factual information regarding the Company and its operations immediately after Closing, provide Purchaser with a reasonable period of time for such consentsreview and comment, ordersrevise proposed communications to incorporate reasonable comments from Purchaser, authorizationsand provide Purchaser with copies of all material correspondence, approvalsfilings or other communications between them or any of their Affiliates or Representatives, on the one hand, and any Governmental or Regulatory Authority or members of their staff, on the other actions as will be obtained, taken, given or made prior to the Effective Date, or hand. (c) Seller shall file a motion with the consummation Bankruptcy Court seeking approval of a Final Order (i) approving modification of the transactions contemplated hereby or thereby. At the time Plan under Section 1127 of the making Bankruptcy Code to authorize the Seller to file, execute and consummate the Agreement, (ii) confirming that the Seller has obtained all necessary consents and approvals under the Plan for entry into the Agreement as a Third-Party Sale Transaction, including by obtaining agreements not to exercise negative consent rights from certain requisite GenOn noteholders, and that the Seller is permitted under the Plan and the Confirmation Order to enter into the Agreement as a Third-Party Sale Transaction, and (iii) confirming that the Agreement constitutes a Third-Party Sale Transaction under the Plan that is free and clear of any liens, claims, interests, and encumbrances pursuant to sections 363 and 1123 of the AdvancesBankruptcy Code and entitled to all benefits and protections under the Plan and Confirmation Order, no authorization or approval or other action byincluding, and no notice to or filing withwithout limitation, that neither Purchaser nor any Governmental Authority or Person will of its Affiliates shall be required for the making of, or the use deemed a successor of the proceeds of Debtors, which order shall be in form and substance reasonably satisfactory to both the Purchaser and Seller (the “Final Sale Order”) promptly and in any event within ten (10) Business Days after the date hereof and shall use commercially reasonable efforts to have the Final Sale Order approved as soon as possible thereafter; provided that nothing herein shall require Seller to make such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (other than filings and notices required under filing or in connection with the Security Documents). Prior to the Investment Grade Date, no consent, order, authorization or obtain such approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documentson an emergency basis.