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. The Borrower shall have obtained (a) all Governmental Authorizations and all consents of other Persons required to be obtained by the Borrower, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and (b) all Governmental Authorizations and consents necessary for the continued operation of the business conducted by the Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereof, except where the failure to obtain such Governmental Authorizations described in the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have 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 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, except in each case not specifically relating to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower Company shall have obtained (a) all Governmental Authorizations (other than Liquor Licenses and Permits) and all consents of other Persons required to be obtained by the BorrowerPersons, in each case that are necessary or reasonably advisable in connection with the Acquisition, the other transactions contemplated by the Loan Documents and (b) all Governmental Authorizations the Acquisition Agreement and consents necessary for the continued operation of the business conducted by the Borrower and its Subsidiaries Acquired Business in substantially the same manner as conducted prior to the date hereofRestatement Date and to the extent any Liquor License or Permit has not been obtained, except where Company shall have taken all actions necessary or reasonably advisable in order to continue to operate the failure Acquired Business in substantially the same manner as conducted prior to obtain such Governmental Authorizations described in the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectRestatement 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 Acquisition, the other 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, except in each case not specifically relating and the time for any applicable Government Authority to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected take action to result in a Material Adverse Effectset aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower shall have obtained (a) all Governmental Authorizations and all material consents of other Persons required to be obtained by the BorrowerPersons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and (b) all Governmental Authorizations and consents necessary for the continued operation of the business conducted consummation by the Borrower and its Subsidiaries in substantially Merger Sub of the same manner as conducted prior to Tender Offer and the date hereofMerger (other than final approval by the STB of the Acquisition by the Borrower of control of Target), except where the failure to obtain such Governmental Authorizations described in other transactions contemplated by this Agreement and the Related Agreements, and each of the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 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 not reasonably be expected to result in have a Material Adverse Effect. Without limiting the generality of the foregoing, the Arrangers shall have received evidence satisfactory to them that Borrower shall have received an informal nonbinding opinion of the STB staff that the Voting Trust established pursuant to the Voting Trust Agreement effectively insulates the Borrower from any violation of law or STB policy against unauthorized control of Target, and the Borrower shall have filed with the STB a copy of the Voting Trust Agreement and a copy of the Schedule 14D filed in connection with the Tender Offer. All applicable waiting periods shall have expired without any action being taken or or, to the knowledge of the Borrower, threatened by any competent authority that which would materially restrain, prevent or otherwise impose material adverse conditions on the transactions contemplated by Tender Offer or 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, except in each case not specifically relating to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower shall have obtained (a) all Governmental Authorizations and all material consents of other Persons required to be obtained by the BorrowerPersons, in each case that are necessary or advisable in connection with the consummation by the Company and Merger Sub of the Tender Offer and the Merger (other than final approval by the STB of the Acquisition by the Company of control of Target), the other transactions contemplated by this Agreement and the Loan Documents Related Agreements, and (b) all Governmental Authorizations and consents necessary for the continued operation each of the business conducted by the Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereof, except where the failure to obtain such Governmental Authorizations described in the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 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 not reasonably be expected to result in have a Material Adverse Effect. Without limiting the generality of the foregoing, the Arrangers have received evidence satisfactory to them that Company shall have received an informal nonbinding opinion of the STB staff to the effect that the Voting Trust and the deposit of such shares into the Voting Trust will effectively insulate the Company from the violation of Subtitle IV of Title 49 of the United States Code and the policy of the STB that would result if the Company were to acquire without authorization a sufficient interest in the carrier Subsidiaries of Target as otherwise to result in control, and the Company shall have filed with the STB a copy of the Voting Trust Agreement and a copy of the Schedule 14D filed in connection with the Tender Offer. All applicable waiting periods shall have expired without any action being taken or or, to the knowledge of the Borrower, threatened by any competent authority that which would materially restrain, prevent or otherwise impose material adverse conditions on the transactions contemplated by Tender Offer or 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, except in each case not specifically relating to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower Company shall have obtained (a) all Governmental Authorizations and all consents of other Persons required to be obtained by the BorrowerPersons, in each case that are necessary or advisable in connection with the Acquisition and the Amalgamation, the other transactions contemplated by the Loan Documents and (b) all Governmental Authorizations the Related Documents and consents necessary for the continued operation of the business conducted by the Borrower NACG and its Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date, except in a case where the failure to obtain such or maintain a Governmental Authorizations described in the foregoing clause (b) would notAuthorization or consent, either individually or in the aggregate, could not reasonably be expected to have 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 Acquisition and the Loan Documents Amalgamation 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, except in each case not specifically relating and the time for any applicable Governmental Authority to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected take action to result in a Material Adverse Effectset aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower shall Credit Parties have obtained (a) all permits, licenses, authorizations or consents from all Governmental Authorizations Authorities (including the FCC) and all consents of other Persons required with respect to be obtained by the BorrowerMaterial Indebtedness, Liens and agreements listed on Schedule 4.14 (and so identified thereon), in each case that are necessary or advisable in connection with the transactions Transactions contemplated by the Loan Basic Documents and occurring on the Closing Date (b) all Governmental Authorizations except that if any of the El Dorado Acquisitions or the Guajillo Acquisitions will not close on the Closing Date, the permits, licenses, authorizations and consents necessary for with respect any such Acquisition not closing on the Closing Date will not be required to be obtained until the closing of such Acquisition), and the continued operation of the Broadcast Stations operated and business conducted conducted, and proposed to be conducted, by the Borrower and its Subsidiaries Credit Parties, in substantially the same manner as conducted by the Credit Parties prior to the date hereofClosing Date, except where the failure to obtain such Governmental Authorizations described in and each of the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 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 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 Transactions occurring on the Loan Documents or Closing Date (including the financing thereofPre-Merger/Xxxx-Xxxxx-Xxxxxx Act, as amended). No action, request for stay, petition for review or rehearing, reconsideration or appeal with respect to any of the foregoing shall be pending, except in each case not specifically relating and the time for any applicable Governmental Authority to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected take action to result in a Material Adverse Effectset aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower shall have obtained (a) all Governmental Authorizations and all consents of other Persons required to be obtained by the BorrowerPersons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and (b) all Governmental Authorizations and consents necessary for the continued operation of the business conducted by the Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereof, except where the failure to obtain such Governmental Authorizations described in the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have 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 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, except in each case not specifically relating to the transactions contemplated by the Loan Documents where such action, request for stay, Table of Contents petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower shall have obtained (a) all Governmental Authorizations and all consents of other Persons required to be obtained by the BorrowerPersons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and (b) all Governmental Authorizations and consents necessary for the continued operation of the business conducted by the Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereof, except where the failure to obtain such Governmental Authorizations described in the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have 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 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, except in each case not specifically relating to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower Company shall have obtained (a) all Governmental Authorizations and all consents of other Persons required to be obtained by the BorrowerPersons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and (b) all Governmental Authorizations and consents necessary for the continued operation of the business conducted by the Borrower Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereof, except where the failure to obtain such Governmental Authorizations described in the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectRestatement 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 reconsideration, or appeal with respect to any of the foregoing shall be pending, except and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired. There shall not have occurred any material adverse change in each case not specifically relating to governmental regulation or policy of any Governmental Authority that adversely affects any of the transactions contemplated by Company, its Subsidiaries or the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectLenders.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower Company shall have obtained (a) all Governmental Authorizations and all consents of other Persons required to be obtained by the BorrowerPersons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and (b) all Governmental Authorizations and consents necessary for the continued operation of the business conducted by the Borrower Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereofClosing Date, except for consents and estoppel letters requested by the Lenders from equipment lessors and landlords (which Company shall use its commercially reasonable efforts to obtain after the Closing Date) and except in a case where the failure to obtain such or maintain a Governmental Authorizations described in the foregoing clause (b) would notAuthorization or consent, either individually or in the aggregate, could not reasonably be expected to have 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 reconsideration, or appeal with respect to any of the foregoing shall be pending, except in each case not specifically relating and the time for any applicable Governmental Authority to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected take action to result in a Material Adverse Effectset aside its consent on its own motion shall have expired.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower Company shall have obtained (a) all Governmental Authorizations and all consents of other Persons required to be obtained by the BorrowerPersons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and (b) all Governmental Authorizations and consents necessary for the continued operation of the business conducted by the Borrower Company and its Subsidiaries in substantially the same manner as conducted prior to the date hereof, except where the failure to obtain such Governmental Authorizations described in the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectClosing 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 reconsideration, or appeal with respect to any of the foregoing shall be pending, except and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired. There shall not have occurred any material adverse change in each case not specifically relating to governmental regulation or policy of any Governmental Authority that adversely affects any of the transactions contemplated by Company, its Subsidiaries or the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectLenders.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower Except as set forth in the last sentence of this subsection 4.1J, Company shall have obtained (a) all Governmental Authorizations (other than required antitrust approvals in Brazil, so long as, as of the Closing Date, no such approval has been denied) and all consents of other Persons required to be obtained by the BorrowerPersons, in each case that are necessary or advisable in connection with the Acquisition, the other transactions contemplated by the Loan Documents and (b) all Governmental Authorizations the Related Agreements and consents necessary for the continued operation of the business conducted by the Borrower and its Subsidiaries Fabrics Business in substantially the same manner as conducted prior to the date hereofClosing Date, except where the failure to obtain such Governmental Authorizations described in the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each and each such Governmental Authorization and consent shall be in full force and effect, except in a each 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 Except as set forth in the last sentence of this subsection 4.1J, all applicable waiting periods (other than with respect to any Brazilian antitrust approval) 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 Acquisition or the financing thereofthereof or the Foreign Mergers. No action, request for stay, petition for review or rehearing, reconsideration reconsideration, or appeal with respect to any of the foregoing shall be pending, except and the time for any applicable Government Authority to take action to set aside its consent on its own motion shall have expired. Notwithstanding the foregoing, if requisite Mexican anti-trust approval has not been obtained (or the applicable waiting periods shall not have expired) as of the Closing Date, the Mexican Acquisition shall not be consummated on the Closing Date, but rather, if at all, in each case not specifically relating to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectaccordance with subsection 6.12.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower shall have obtained (a) all permits, licenses, authorizations or consents from all Governmental Authorizations Authorities and all consents of other Persons required with respect to be obtained by the BorrowerMaterial Indebtedness, Liens and agreements listed on SCHEDULE 4.14 (and so identified thereon) annexed hereto, in each case that are necessary or advisable in connection with the Camping World Acquisition and the Xxxxxx Acquisition, the other transactions contemplated by the Loan Documents Basic Documents, and (b) all Governmental Authorizations and consents necessary for the continued operation of the business conducted by the Borrower Camping World and its Subsidiaries Xxxxxx, in substantially the same manner as conducted prior to the date hereofconsummation of the Camping World Acquisition and the Xxxxxx Acquisition, except where the failure to obtain such Governmental Authorizations described in and each of the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 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 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 Camping World Acquisition and the Loan Documents Xxxxxx 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, except in each case not specifically relating and the time for any applicable Governmental Authority to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected take action to result in a Material Adverse Effectset aside its consent on its own motion shall have expired.