Common use of Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc Clause in Contracts

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or reasonably advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereofDocuments. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Acquisition and the Merger, the other transactions contemplated by the Loan Documents and all Governmental Authorizations the Related Agreements and consents necessary for the continued operation of the business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each each such Governmental Authorization and consent shall be in full force and effect, except in a each case where other than those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by Acquisition and the Loan Documents Merger or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all material Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Parent and its Subsidiaries in substantially the same manner as conducted prior to the date hereofRestatement Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose material adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Acquisition, the other transactions contemplated by the Loan Documents and all Governmental Authorizations the Related Agreements, and consents necessary for the continued operation of the business conducted by Company Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each such Governmental Authorization consummation of the Acquisition, and consent each of the foregoing shall be in full force and effect, except in a each case where other than those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would could not reasonably be expected to result in have a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents Acquisition or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrower and its Material Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Transactions and the other transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrower and its Subsidiaries in substantially the same manner as conducted by Borrower and its Subsidiaries prior to the date hereofEffective Date. Each such Governmental Authorization and or consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereofother Transactions. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall Prior to the consummation of the Merger, Merger Sub shall, and upon consummation of the Merger, FTD shall, have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Merger, the other transactions contemplated by the Loan Documents and all Governmental Authorizations the Related Agreements and consents necessary for the continued operation of the business conducted by Company FTD and its Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents Merger or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereofEffective Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and or consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Holdings and Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Acquisition the other transactions contemplated by the Loan Documents and all Governmental Authorizations the Related Agreements, and consents necessary for the continued operation of the business conducted by Company Holdings and its Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each such Governmental Authorization consummation of the Acquisition and consent each of the foregoing shall be in full force and effect, except in a each case where other than those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents Acquisition or the financing thereof. No Except with respect to any protest or objection of any Person to the decision of the Florida Cemetery Board approving the Acquisition, no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Acquisition, the other transactions contemplated by the Loan Documents and all Governmental Authorizations the Related Agreements and consents necessary for the continued operation of the business conducted by Company and its Subsidiaries (including Targets) in substantially the same manner as conducted prior to the date hereofFunding Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Holdings and its Subsidiaries shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Transaction and the other transactions contemplated by the Loan Documents and all Governmental Authorizations the Related Agreements, and consents necessary for the continued operation of the business conducted by Company Holdings and its Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each such Governmental Authorization consummation of the Refinancing, and consent each of the foregoing shall be in full force and effect, except in a each case where other than those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereofTransaction. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents Documents, and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each such Governmental Authorization Closing Date, and consent each of the foregoing shall be in full force and effect, except in a each case where other 84 than those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereofDocuments. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrowers shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrowers and its their Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Target Company Acquisition, the redemption of the Senior Notes and the other transactions contemplated by the Loan Documents and all Governmental Authorizations the Related Agreements, and consents necessary for the continued operation of the business conducted by Company, Target Company and its their respective Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each such Governmental Authorization consummation of the Target Company Acquisition, and consent each of the foregoing shall be in full force and effect, except in a each case where other than those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents Target Company Acquisition or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents Documents, and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each such Governmental Authorization Effective Date, and consent each of the foregoing shall be in full force and effect, except in a each case where other than those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereofDocuments. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations the Second Lien Term Loan Agreement and consents necessary for the continued operation of the business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or and the financing thereofSecond Lien Term Loan Agreement. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Except as set forth on Schedule 5.1 annexed hereto, the Borrower, the Guarantors and the Covenant Parties shall have obtained all permits, licenses, authorizations or consents from all Governmental Authorizations Authorities and all consents of other PersonsPersons with respect to Material Indebtedness, in each case that are necessary or advisable in connection with Liens and agreements listed on Schedule 4.13 (and so identified thereon), the other transactions contemplated by the Loan Documents Documents, and all Governmental Authorizations and consents necessary as are required for the continued operation of the business conducted by Company the Borrower and its Subsidiaries in substantially each of the same manner as conducted prior to the date hereof. Each such Governmental Authorization and consent foregoing shall be in full force and effect, except in a each case where other than those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would could not reasonably be expected to result in have a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, reconsideration or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Governmental Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents Documents, and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Holdings and its Subsidiaries in substantially the same manner as conducted prior to currently conducted, and each of the date hereof. Each such Governmental Authorization and consent foregoing shall be in full force and effect, except in a each case where other than those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would could not reasonably be expected to result in have a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereoffinancing. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations the First Lien Credit Agreement and consents necessary for the continued operation of the business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or and the financing thereofFirst Lien Credit Agreement. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrowers shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrowers and its their Restricted Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and or consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would should not reasonably be expected to result in have a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company The Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company the Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would not reasonably be expected to result in a Material Materially Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, reconsideration or appeal with respect to any of the foregoing shall be pending.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other PersonsPersons (including from Gaming Authorities), in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents Second Amendment Documents, and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each such Governmental Authorization Restatement Effective Date and consent each of the foregoing shall be in full force and effect, except in a each case where other than those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereofSecond Amendment Documents. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereofRestatement Date, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on the transactions contemplated by the Loan Documents or the financing thereofDocuments. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Governmental Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company The Borrower Parties shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and or consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereofDocuments. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Governmental Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Transactions and the other transactions contemplated by the Loan Documents and all Governmental Authorizations the Related Agreements and consents necessary for the continued operation of the business conducted by Company Borrower and its Subsidiaries in substantially the same manner as conducted by Borrower and its Subsidiaries prior to the date hereofEffective Date. Each such Governmental Authorization and or consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereofother Transactions. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Merger and other transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents Merger or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation of the business conducted by Company Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date. Each such Governmental Authorization and or consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereofDocuments. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower and Opco shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the ACN Acquisition, the other transactions contemplated by this Agreement and the Loan Documents Related Agreements and all Governmental Authorizations and consents necessary for the continued operation of the business businesses conducted by Company the ACN Seller and any or all of Borrower and each of its Subsidiaries in substantially the same manner as conducted prior to the date hereofACN Acquisition. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Credit Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company The Borrower shall have obtained all Governmental Authorizations governmental authorizations (including without limitation FCC consents) and all consents of other Persons, in each case that are necessary or advisable in connection with the BTI Acquisition and the other transactions contemplated by the Loan Documents and all Governmental Authorizations and consents necessary for the continued operation each of the business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereof. Each such Governmental Authorization and consent foregoing shall be in full force and effect, except in a each case where other than (i) those the failure to obtain or maintain a Governmental Authorization or consentwhich, either individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse EffectEffect and (ii) the FCC consents described on Schedule 4.1 hereto, which the Borrower does not anticipate any material difficulty in obtaining in the ordinary course. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents Acquisition or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Parent and Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the ACN Acquisition, the other transactions contemplated by this Agreement and the Loan other Credit Documents and all Governmental Authorizations the Related Agreements and consents necessary for the continued operation of the business businesses conducted by Company the ACN Seller and its any or all of Parent, Borrower and their Subsidiaries in substantially the same manner as conducted prior to the date hereofACN Acquisition. Each such Governmental Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Credit Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired.