Common use of Governmental Filings and Approvals; No Violations; Etc Clause in Contracts

Governmental Filings and Approvals; No Violations; Etc. (i) Other than the filings, approvals and/or notices (A) pursuant to Section 1.3, (B) under the XXX Xxx, (X) xxxxx xxx Xxxxxxxx Xxx, (X) under stock exchange rules, (E) with the FERC under the Federal Power Act (the “Parent FERC Approval”) and (F) the State Approvals (collectively, the “Parent Approvals”), no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those, the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Parent and its subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation, certificate of formation or bylaws or comparable governing documents of Parent or Merger Sub or the comparable governing instruments of any of its Subsidiaries; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings and Approvals; No Violations; Etc. (i) Other than the filings, approvals and/or notices (A) pursuant to Section 1.3, (B) under the XXX XxxSecurities Act, the Exchange Act and foreign and state securities, takeover and “blue sky” Laws, including the registration of the CVR Agreement under Jersey Law, if necessary and (X) xxxxx xxx Xxxxxxxx Xxx, (XC) under stock exchange rules, (E) with the FERC under the Federal Power Act (the “Parent FERC Approval”) and (F) the State Approvals (collectively, the “Parent Approvals”)HSR Act, no notices, reports or other filings are required to be made by Parent Holdco, Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent Holdco, Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement and the CVR Agreement by Parent Holdco, Parent and Merger Sub and the consummation by Parent Holdco, Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those, the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Parent hereby and its subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreementthereby. (ii) The execution, delivery and performance of this Agreement and the CVR Agreement by Parent Holdco, Parent and Merger Sub do not, and the consummation by Parent Holdco, Parent and Merger Sub of of, the Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation, certificate of formation or bylaws or comparable governing documents of Parent Holdco, Parent or Merger Sub or the comparable governing instruments of any of its Subsidiaries; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Parent Holdco or any of its Subsidiaries pursuant to, any Contracts binding upon Parent Holdco, or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Parent Holdco, or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) aboveabove of this Section 5.2(c)(ii), for any breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or materially delay the ability of Parent Holdco, Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings and Approvals; No Violations; Etc. (i) Other than the filings, reports, approvals and/or notices (A) pursuant to Section 1.3, (B) under the XXX XxxHSR Act, (XC) xxxxx xxx Xxxxxxxx Xxxunder the Exchange Act, the Securities Act or foreign or state securities or "blue sky" laws, (XD) under stock exchange rules, rules and (E) with the FERC under filings, approvals and/or notices listed in Section 5.2(c)(i) of the Federal Power Act (the “Parent FERC Approval”) and (F) the State Approvals (collectively, the “Parent Approvals”)Disclosure Letter, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement, except those, those the failure of which to make or obtain are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Parent and its subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation, certificate of formation incorporation or bylaws or comparable similar governing documents of Parent or Merger Sub or the comparable governing instruments of any of its SubsidiariesSub; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, the loss of a benefit under or the creation of a Lien (other than Permitted Liens) on any of the assets of Parent or any of its Subsidiaries Merger Sub pursuant to, any Contracts material Contract binding upon Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subjectMerger Sub; or (C) any change assuming compliance with the matters referred to in the rights or obligations Section 5.2(c)(i), a violation of any party under any of such ContractsLaw to which Parent or Merger Sub is subject, except, in the case of clause (B) or (C) aboveof this Section 5.2(c)(ii) , for any such breach, violation, termination, default, creation, acceleration acceleration, loss of benefit or change that would notthat, individually or in the aggregate, is not reasonably be expected likely to prevent prevent, materially delay or materially delay impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings and Approvals; No Violations; Etc. (i) Other than the filings, approvals and/or notices (A) pursuant to Section 1.31.5, (B) under the XXX XxxSecurities Act, the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents, (XC) xxxxx xxx Xxxxxxxx Xxxunder the HSR Act, (XD) under stock exchange rules, rules and (E) with listed in Section 5.2(c)(i) of the FERC under the Federal Power Act (the “Parent FERC Approval”) and (F) the State Approvals (collectively, the “Parent Approvals”)Disclosure Letter, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby, except those, the failure to make or obtain are would not, individually or in the aggregate, reasonably likely be expected to have a material adverse effect on Parent and its subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation, certificate of formation or bylaws or comparable governing documents of Parent or Merger Sub or the comparable governing instruments of any of its Subsidiaries; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) aboveabove of this Section 5.2(c)(ii), for any breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or materially delay the ability of Parent or Merger Sub to consummate the Offer, the Merger and the other transactions contemplated by this Agreement.

Governmental Filings and Approvals; No Violations; Etc. (i) Other than the filings, approvals and/or notices (A) pursuant to Section 1.3, (B) under the XXX Xxx, (XExchange Act or any applicable foreign or state securities or blue sky laws or disclosed in Section 7.1(b) xxxxx xxx Xxxxxxxx Xxx, (X) under stock exchange rules, (E) with of the FERC under the Federal Power Act (the “Parent FERC Approval”) and (F) the State Approvals (collectively, the “Parent Approvals”)Company Disclosure Letter, no notices, reports or other filings are required to be made by Parent Sponsor or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent Sponsor Parent, Sponsor or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent Sponsor and Merger Sub and the consummation by Parent Sponsor and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement and the entry into and performance of the Ancillary Agreements by the Sponsor Parent and its Affiliates, except those, those the failure to make or obtain are notof which would not be reasonably likely, individually or in the aggregate, reasonably likely to have a material adverse effect on Parent and its subsidiaries, taken as a whole, or (x) prevent, materially delay or materially impair the ability of Parent Sponsor and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement, (y) upon consummation of the Merger, have a material adverse effect on the financial condition, business or results of operations of the Surviving Corporation and its Subsidiaries, or (z) prevent, materially delay or materially impair the ability of Sponsor Parent and its Affiliates to enter into and perform their obligations under the Ancillary Agreements. (ii) The (A) execution, delivery and performance of this Agreement by Parent Sponsor and Merger Sub do not, and the consummation by Parent Sponsor and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement will not, and (B) execution, delivery and performance of the Ancillary Agreements by Sponsor Parent and its Affiliates party thereto and the consummation by Sponsor Parent and its Affiliates of the transactions contemplated thereby will not, in each of cases (A) and (B), constitute or result in (A1) a breach or violation of, or a default under, the certificate of incorporation, certificate of formation incorporation or bylaws by-laws or comparable governing documents of Parent Sponsor Parent, Sponsor or Merger Sub or the comparable governing instruments of any of its Subsidiaries; (B2) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default or loss of a benefit under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Parent Sponsor Parent, Sponsor or any of its their respective Subsidiaries pursuant to, to any Contracts binding upon Parent Sponsor Parent, Sponsor, Merger Sub or any of its their respective Subsidiaries, (3) assuming compliance with the matters referred to in Section 5.2(c)(i), a violation of any Law to which Sponsor Parent, Sponsor or any of their respective Subsidiaries or any Laws of their respective properties or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries assets is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, subject except, in the case of clause (B2) or (C3) above, for any breach, violation, termination, default, loss, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent (x) prevent, materially delay or materially delay impair the ability of Parent or Sponsor and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement, (y) upon consummation of the Merger, have a material adverse effect on the financial condition, business or results of operations of the Surviving Corporation and its Subsidiaries, or (z) prevent, materially delay or materially impair the ability of Sponsor Parent and its Affiliates to enter into and perform their obligations under the Ancillary Agreements.

Governmental Filings and Approvals; No Violations; Etc. (i) Other than the filings, approvals and/or notices (A) pursuant to Section 1.3, (B) under the XXX Xxx, Exchange Act or any applicable foreign or state securities or blue sky laws or disclosed in Section 7.1(b) of the Company Disclosure Letter (X) xxxxx xxx Xxxxxxxx Xxx, (X) under stock exchange rules, (E) with the FERC under the Federal Power Act (the “Parent FERC Approval”) and (F) the State Approvals (collectively, the “Parent Approvals”), no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement, except those, those the failure to make or obtain are notof which would not be, individually or in the aggregate, reasonably likely to have a material adverse effect on Parent and its subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability consummation of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation, certificate of formation incorporation or bylaws by-laws or comparable governing documents of Parent or Merger Sub or the comparable governing instruments of any of its Subsidiaries; , (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default or loss of a benefit under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or (C) assuming compliance with the matters referred to in Section 5.2(c)(i), a violation of any Laws or governmental or non-governmental permit or license Law to which Parent or any of its Subsidiaries or any of their respective properties or assets is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, loss, creation, acceleration or change that would notnot be, individually or in the aggregate, reasonably be expected likely to prevent prevent, materially delay or materially delay impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings and Approvals; No Violations; Etc. (i) Other than Except for (A) compliance with, and filings under, the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), state securities Laws and the rules and regulations of all applicable securities exchanges, (B) filings, reports, approvals and/or notices under the HSR Act, (C) the Gaming Approvals, and (D) the filings, approvals and/or notices (Alisted in Section 2.3(c)(i) pursuant to Section 1.3, (B) under of the XXX Xxx, (X) xxxxx xxx Xxxxxxxx Xxx, (X) under stock exchange rules, (E) with the FERC under the Federal Power Act (the “Parent FERC Approval”) and (F) the State Approvals (collectively, the “Parent Approvals”)Buyer Disclosure Letter, no notices, reports or other filings are required to be made by Parent Buyer or Merger Sub any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent Buyer or Merger Sub any of its Subsidiaries from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub Buyer and the consummation by Parent and Merger Sub Buyer of the Merger Transaction and the other transactions contemplated hereby, except those, the failure to make or obtain are those that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on Parent and its subsidiariesBuyer Material Adverse Effect or that would not, taken as a wholeindividually or in the aggregate, prevent or prevent, materially delay or materially impair Buyer from consummating the ability of Parent and Merger Sub to consummate the Merger Transaction and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Parent Buyer and Merger Sub do the execution, deliver and performance of any other Transaction Agreement to which Buyer or any Subsidiary of Buyer is a party does not and will not, and the consummation by Parent and Merger Sub Buyer or any Subsidiary of Buyer of the Merger Transaction and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation, certificate of formation incorporation or bylaws or comparable governing documents of Parent or Merger Sub Buyer or the comparable governing instruments documents of any of its Subsidiaries; (B) assuming compliance with the matters referred to in Section 2.3(c)(i), with or without notice, lapse of time or both, a breach or violation of, any Law or Permit to which Buyer or any of its Subsidiaries is subject, (C) with or without notice, lapse of time or both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, the creation payment of additional fees, the creation, change or acceleration of any rights or obligations under, or require consent or approval from, the other party thereto, in each case, pursuant to any contract, commitment, understanding or arrangement binding upon Buyer or any of its Subsidiaries, or (D) the creation of a Lien on any of the assets of Parent Buyer or any of its Subsidiaries pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such ContractsSubsidiaries, except, in the case of clause clauses (B) or ), (C) and (D) above, for any such breach, violation, termination, default, creation, acceleration or change that individually or in the aggregate, has not had and is not reasonably likely to have a Buyer Material Adverse Effect and that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay Buyer from consummating the ability of Parent or Merger Sub to consummate the Merger Transaction and the other transactions contemplated by this Agreement.

Governmental Filings and Approvals; No Violations; Etc. (i) Other than the filings, reports, approvals and/or notices (A) pursuant to Section 1.3, (B) under the XXX XxxHSR Act, (XC) xxxxx xxx Xxxxxxxx Xxxunder the Exchange Act, the Securities Act or foreign or state securities or “blue sky” laws, (XD) under stock exchange rules, rules and (E) with the FERC under filings, approvals and/or notices listed in Section 5.2(c)(i) of the Federal Power Act (the “Parent FERC Approval”) and (F) the State Approvals (collectively, the “Parent Approvals”)Disclosure Letter, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement, except those, those the failure of which to make or obtain are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Parent and its subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation, certificate of formation incorporation or bylaws or comparable similar governing documents of Parent or Merger Sub or the comparable governing instruments of any of its SubsidiariesSub; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, the loss of a benefit under or the creation of a Lien (other than Permitted Liens) on any of the assets of Parent or any of its Subsidiaries Merger Sub pursuant to, any Contracts material Contract binding upon Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subjectMerger Sub; or (C) any change assuming compliance with the matters referred to in the rights or obligations Section 5.2(c)(i), a violation of any party under any of such ContractsLaw to which Parent or Merger Sub is subject, except, in the case of clause (B) or (C) aboveof this Section 5.2(c)(ii), for any such breach, violation, termination, default, creation, acceleration acceleration, loss of benefit or change that would notthat, individually or in the aggregate, is not reasonably be expected likely to prevent prevent, materially delay or materially delay impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings and Approvals; No Violations; Etc. (i) Other than the filings, reports, approvals and/or notices (A) pursuant to Section 1.3, (B) under the XXX XxxHSR Act, (XC) xxxxx xxx Xxxxxxxx Xxxunder the Exchange Act, the Securities Act or foreign or state securities or “blue sky” laws, (XD) under stock exchange rules, rules and (E) the filings, approvals and/or notices listed in Section 5.2(c)(i) of the Parent Disclosure Letter (together with the FERC under approvals set forth in Section 7.1(b) of the Federal Power Act (the “Parent FERC Approval”) and (F) the State Approvals (collectivelyCompany Disclosure Letter, the “Parent ApprovalsAntitrust Laws”), no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement, except those, those the failure of which to make or obtain are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Parent and its subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the operating agreement or certificate of incorporation, certificate of formation incorporation or bylaws or comparable governing documents of Parent or Merger Sub or the comparable governing instruments of any of its SubsidiariesSub; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of Parent or any of its Subsidiaries Merger Sub pursuant to, any Contracts material Contract binding upon Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subjectMerger Sub; or (C) any change assuming compliance with the matters referred to in the rights or obligations Section 5.2(c)(i), a violation of any party under any of such ContractsLaw to which Parent or Merger Sub is subject, except, in the case of clause (B) or (C) aboveof this Section 5.2(c)(ii), for any such breach, violation, termination, default, creation, acceleration or change that would notthat, individually or in the aggregate, is not reasonably be expected likely to prevent prevent, materially delay or materially delay impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.