Material Approvals Sample Clauses

Material Approvals. All material Governmental Authority and, except as set forth on Schedule 3.3, third party licenses, registrations, permits, consents and approvals necessary in connection with this Agreement and the transactions contemplated hereby shall have been obtained and no law, regulation, order or decree is then in effect that materially and adversely restrains or prevents this Agreement or the Transactions or imposes conditions that materially impair the rights, or materially increase the liabilities or obligations, of the Administrative Agent or the Lenders, without the prior consent of the Administrative Agent each affected Lender (not to be unreasonably withheld or delayed).
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Material Approvals. All material Governmental Authority and, except as set forth on Schedule 2.02(k), all material third-party licenses, registrations, permits, consents and approvals necessary in connection with this Agreement, the PESRM Transaction Documents and the PESIC-PESRM ISDA Master Agreement and the transactions hereunder and thereunder shall have been obtained (without the imposition of any conditions that would materially impair the rights, or materially increase the liabilities or obligations, of MLC, without its prior consent (such consent not to be unreasonably withheld or delayed)) and no Applicable Laws are ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. then in effect that materially and adversely restrain or prevent this Agreement, the PESRM Transaction Documents and the PESIC-PESRM ISDA Master Agreement and the transactions hereunder and thereunder or impose conditions that materially impair the rights, or materially increase the liabilities or obligations, of MLC, without the prior consent of MLC (such consent not to be unreasonably withheld or delayed).
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Material Approvals. All material Governmental Authority and, except as set forth on Schedule 3.03, all material third-party licenses, registrations, permits, consents and approvals necessary in connection with the Transactions shall have been obtained (without the imposition of any conditions that would materially impair the rights, or materially increase the liabilities or obligations, of the Lenders, without their prior consent (such consent not to be unreasonably withheld or delayed)) and no Requirements of Law are then in effect that materially and adversely restrains or prevents the Transactions or imposes conditions that materially impair the rights, or materially increase the liabilities or obligations, of the Lenders, without the prior consent of each affected Lender (such consent not to be unreasonably withheld or delayed).
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Material Approvals. All material Governmental Authority and, except as set forth on Exhibit 19(a)(ix), all material third-party licenses, registrations, permits, consents and approvals necessary in connection with this Agreement, the Effective Date Documents and the transactions hereunder and thereunder shall have been obtained (without the imposition of any conditions that would materially impair the rights, or materially increase the liabilities or obligations, of Party A, without its prior consent (such consent not to be unreasonably withheld, conditioned or delayed)) and no Applicable Laws are then in effect that materially restrain or prevent this Agreement, the Effective Date Documents and the transactions hereunder and thereunder or impose conditions that materially impair the rights, or materially increase the liabilities or obligations, of Party A, without the prior consent of Party A (such consent not to be unreasonably withheld, conditioned or delayed).
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Material Approvals. Sellers shall have obtained (i) the Approvals for the consummation of the Transactions that are reasonably necessary to enable Buyer to conduct the Business after the Closing Date in compliance with applicable Laws and (ii) such other Approvals as are reasonably necessary to enable Buyer to conduct the Business after the Closing Date in a manner consistent with the manner in which Sellers conducted the Business as of the Closing Date, which Approvals are to be discussed in good faith and agreed upon by the parties as soon as reasonable practicable after the date hereof.
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Material Approvals. Each of the Material Approvals, including specifically clearance under the HSR Act, shall have been obtained and be in full force and effect.
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Material Approvals. The Lenders and the Administrative Agent shall be satisfied that the Borrower has all Material Approvals to operate and maintain the existing Pipeline;
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Material Approvals. Except as notified to the Administrative Agent in writing, all Material Approvals which are required to be obtained for the maintenance and operation of the Pipeline are in full force and effect, unamended from the copies of the Material Approvals (including amendments) provided to the Administrative Agent. Except as notified to the Administrative Agent in writing, the Borrower is not aware of any fact or circumstance which has resulted in or would reasonably be expected to result in the Toll being changed in any material adverse respect. No other approval, order, Permit, consent of or filing with any Governmental Authority is required in connection with the execution, delivery and performance of any Credit Document or the performance of its obligations under any Credit Document, the operation or maintenance of the Pipeline, which if not issued or filed would have or would reasonably be expected to have a Material Adverse Effect.
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Material Approvals. Any consents required with ------------------ respect to assignment by Seller to Buyer of any of the contracts listed on Schedule 9.6(a) shall have been obtained at no cost to the Buyer and without any modification of the economic terms thereof or any material modification of the other terms thereof.
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Related to Material Approvals

  • Governmental Approvals Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • 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. (b) The Partnership and Royale shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.03 and Section 5.03 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Ancillary Document; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Matrix or the Royale Parties and Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 6.08 shall require, or be construed to require, the Partnership or Royale or any of their Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Royale, the Partnership or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Partnership Material Adverse Effect or a Royale Material Adverse Effect, or which would materially and adversely impact the economic or business benefits to Parent, Royale, Matrix, the Partnership or their respective stockholders or partners, of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.2(c), the execution, delivery and performance by NBC of this Agreement and the ------ Implementing Agreements to which it is a party and the consummation by NBC of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the SNAP LLC Agreement; (ii) require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of SNAP under any of the terms, conditions or provisions of any contract or license to which SNAP is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to SNAP; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • 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.

  • Necessary Governmental Approvals The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in Schedule 5.3(B)(ii) or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws.

  • Governmental Approval Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner or not renewed for a full term, and such revocation, rescission, suspension, modification or non-renewal has, or could reasonably be expected to have, a Material Adverse Effect.

  • Governmental Approvals; No Conflicts The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

  • Other Governmental Approvals Developer may apply for such other permits and approvals as may be required for development of the Project in accordance with this Agreement from other governmental or quasi-governmental agencies having jurisdiction over the Property. The City shall reasonably cooperate with Developer in its endeavors to obtain such permits and approvals.

  • Requisite Governmental Approvals No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect.

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