Governmental Authorizations and Filings. No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Transaction Party of any Transaction Document to which it is or is to be a party, or for the consummation of the Transactions applicable to it or (ii) the exercise by the Investor of its rights under the Transaction Documents, except for (A) the filing of UCC financing statements and certificates of title, as set forth in Section 5 (as to financing statements) and Section 17 (as to certificates of title) of the Perfection Certificate, dated the Effective Date, (B) the recordation of the Mortgages, as set forth in Section 7(b) of the Perfection Certificate, dated the Effective Date, (C) the filing of a Form D under Regulation D and pursuant to applicable “blue sky” laws of the State of New York, and (D) the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been as of the Effective Date duly obtained, taken, given or made (or, in the case of the Form D, will be made within the required 15-day calendar period under Regulation D or the time period required under New York “blue sky” laws), and are (or, in the case of the Form D, will be when filed under Regulation D or pursuant to New York “blue sky” laws) in full force and effect (other than those the failure to obtain which would not individually or collectively be reasonably likely to have a Material Adverse Effect).
Governmental Authorizations and Filings. There is no requirement applicable to either the Seller or the Guarantors to obtain any consent, approval, authorization or Order of, or to make or effect any declaration, filing or registration with, any Governmental Authority for the valid execution and delivery by either the Seller or the Guarantors of this Agreement or any of the Ancillary Deliveries to which it is or is to be a party, the due performance by it of its obligations hereunder or thereunder or the lawful consummation by it of the transactions contemplated hereby or thereby, other than (a) the acceptance and approval by the FTC of this Agreement and the transactions contemplated hereby or (b) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Governmental Authorizations and Filings. There is no requirement applicable to Seller to obtain any consent, approval or authorization of, or to make or effect any declaration, filing or registration with, any Governmental Authority for the valid execution and delivery by Seller of this Agreement or any of the Ancillary Documents, the due performance by it of its obligations pursuant to this Agreement or thereunder or the lawful consummation by it of the transactions contemplated hereby or thereby.
Governmental Authorizations and Filings. There is no requirement applicable to either the Purchaser or the Guarantors to obtain any consent, approval, authorization or Order of, or to make or effect any declaration, filing or registration with, any Governmental Authority for the valid execution and delivery by either the Purchaser or the Guarantors of this Agreement or any of the Ancillary Documents to which it is or is to be a party, the due performance by it of its obligations hereunder or thereunder or the lawful consummation by it of the transactions contemplated hereby or thereby, other than consents, approvals, authorizations, Orders, declarations, filings or registrations the failure of which to be obtained or made individually or in the aggregate could not reasonably be expected to prevent, or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.
Governmental Authorizations and Filings. There is no requirement applicable to Holdings or Buyer to obtain any consent, approval or authorization of, or to make or effect any declaration, filing or registration with, any Governmental Authority for the valid execution and delivery by Holdings or Buyer of this Agreement, the due performance by them of their respective obligations hereunder or the lawful consummation by it of the transactions contemplated hereby.
Governmental Authorizations and Filings. There is no requirement applicable to Energy Spectrum to obtain any consent, approval or authorization of, or to make or effect any declaration, filing or registration with, any Governmental Authority for the valid execution and delivery by Energy Spectrum of this Agreement or any of the Energy Spectrum Agreements, the due performance by Energy Spectrum of its obligations hereunder or thereunder or the lawful consummation by Energy Spectrum of the Transactions contemplated hereby or thereby.
Governmental Authorizations and Filings. There is no requirement applicable to Chesapeake to obtain any consent, approval or authorization of, or to make or effect any declaration, filing or registration with, any Governmental Authority for the valid execution and delivery by Chesapeake of this Agreement or any of the Chesapeake Agreements, the due performance by Chesapeake of its obligations hereunder or thereunder or the lawful consummation by Chesapeake of the Transactions contemplated hereby or thereby.
Governmental Authorizations and Filings. There is no requirement applicable to any of the Sellers to obtain any consent, approval, authorization or Order of, or to make or effect any declaration, filing or registration with, any Governmental Authority for the valid execution and delivery by any of the Sellers of this Agreement or any of the Ancillary Documents to which it is or is to be a party, the due performance by it of its obligations hereunder or thereunder or the lawful consummation by it of the transactions contemplated hereby or thereby, other than (a) as may be required pursuant to the HSR Act, (b) any consent or other action of the City of Sugar Creek that is required in connection with the IRD Bond Transactions as described herein, (c) any consent, filing, registration or approval required under the Permits issued pursuant to the Resource Conservation and Recovery Act for the Tulsa Plant or (d) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Governmental Authorizations and Filings. There is no requirement applicable to either the Parent or the Purchaser to obtain any consent, approval, authorization or Order of, or to make or effect any declaration, filing or registration with, any Governmental Authority for the valid execution and delivery by either the Parent or the Purchaser of this Agreement or any of the Ancillary Documents to which it is or is to be a party, the due performance by it of its obligations hereunder or thereunder or the lawful consummation by it of the transactions contemplated hereby or thereby, other than (i) as may be required pursuant to the HSR Act or (ii) other consents, approvals, authorizations, Orders, declarations, filings or registrations the failure of which to be obtained or made individually or in the aggregate could not reasonably be expected to prevent, or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.
