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

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall The Credit Parties have obtained all permits, licenses, authorizations or consents from all Governmental Authorizations Authorities (other than Liquor Licenses and Permitsincluding the FCC) and all consents of other PersonsPersons with respect to Material Indebtedness, Liens and agreements listed on Schedule 4.14 (and so identified thereon), in each case that are necessary or reasonably advisable in connection with the Acquisition, the other transactions Transactions contemplated by the Loan Basic Documents and occurring on the Closing Date (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 with respect any such Acquisition Agreement 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 Acquired Business Broadcast Stations operated and business conducted, and proposed to be conducted, by the Credit Parties, in substantially the same manner as conducted by the Credit Parties prior to the Restatement Date Closing Date, and to each of the extent any Liquor License or Permit has not been obtained, Company shall have taken all actions necessary or reasonably advisable in order to continue to operate the Acquired Business in substantially the same manner as conducted prior to the Restatement Date. 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, could 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 AcquisitionTransactions occurring on the Closing Date (including the Pre-Merger/Xxxx-Xxxxx-Xxxxxx Act, the other transactions contemplated by the Loan EXECUTION VERSION Documents or the financing thereofas amended). 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 Government 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 shall have obtained (a) all Governmental Authorizations (other than Liquor Licenses and Permits) and all consents of other Persons, in each case that are necessary or reasonably advisable in connection with the Acquisition, the other transactions contemplated by the Loan Documents and the Acquisition Agreement (b) all Governmental Authorizations and consents necessary for the continued operation of the Acquired Business business conducted by the Borrower and its Subsidiaries in substantially the same manner as conducted prior to the Restatement Date and date hereof, except where the failure to obtain such Governmental Authorizations described in the extent any Liquor License foregoing clause (b) would not, individually or Permit has not been obtainedin the aggregate, Company shall reasonably be expected to have taken all actions necessary or reasonably advisable in order to continue to operate the Acquired Business in substantially the same manner as conducted prior to the Restatement Datea 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, could 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 Acquisition, the other transactions contemplated by the Loan EXECUTION VERSION 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 except in each case not specifically relating to the time transactions contemplated by the Loan Documents where such action, request for any applicable Government Authority stay, Table of Contents petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to take action to set aside its consent on its own motion shall have expiredresult in a Material Adverse Effect.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations (other than Liquor Licenses and Permits) and all consents of other Persons, in each case that are necessary or reasonably advisable in connection with the AcquisitionAcquisition and the Amalgamation, the other transactions contemplated by the Loan Documents and the Acquisition Agreement Related Documents and the continued operation of the Acquired Business business conducted by NACG and its Subsidiaries in substantially the same manner as conducted prior to the Restatement Date and Closing Date, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the extent any Liquor License or Permit has aggregate, could not been obtained, Company shall have taken all actions necessary or reasonably advisable be expected to result in order to continue to operate the Acquired Business in substantially the same manner as conducted prior to the Restatement Datea 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, 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 Acquisition, Acquisition and the other transactions contemplated by the Loan EXECUTION VERSION Documents Amalgamation 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 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 shall have obtained all Governmental Authorizations (other than Liquor Licenses and Permits) and all material consents of other Persons, in each case that are necessary or reasonably advisable in connection with the Acquisitionconsummation 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 the Loan Documents and the Acquisition this Agreement and the continued operation Related Agreements, and each of the Acquired Business in substantially the same manner as conducted prior to the Restatement Date and to the extent any Liquor License or Permit has not been obtained, Company shall have taken all actions necessary or reasonably advisable in order to continue to operate the Acquired Business in substantially the same manner as conducted prior to the Restatement Date. 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, could 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 Acquisition, Tender Offer or the other transactions contemplated by the Loan EXECUTION VERSION 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 shall have obtained all Governmental Authorizations (other than Liquor Licenses and Permits) and all consents of other Persons, in each case that are necessary or reasonably advisable in connection with the Acquisition, the other transactions contemplated by the Loan Documents and the Acquisition Agreement and the continued operation of the Acquired Business in substantially the same manner as business conducted prior to the Restatement Date by Company and to the extent any Liquor License or Permit has not been obtained, Company shall have taken all actions necessary or reasonably advisable in order to continue to operate the Acquired Business its Subsidiaries in substantially the same manner as conducted prior to the Restatement 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, 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 EXECUTION VERSION 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. There shall not have occurred any material adverse change in governmental regulation or policy of any Governmental Authority that adversely affects any of the Company, its Subsidiaries or the Lenders.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Except as set forth in the last sentence of this subsection 4.1J, Company shall have obtained all Governmental Authorizations (other than Liquor Licenses and Permitsrequired antitrust approvals in Brazil, so long as, as of the Closing Date, no such approval has been denied) and all consents of other Persons, in each case that are necessary or reasonably advisable in connection with the Acquisition, the other transactions contemplated by the Loan Documents and the Acquisition Agreement Related Agreements and the continued operation of the Acquired Fabrics Business in substantially the same manner as conducted prior to the Restatement Date Closing Date, and to the extent any Liquor License or Permit has not been obtained, Company shall have taken all actions necessary or reasonably advisable in order to continue to operate the Acquired Business in substantially the same manner as conducted prior to the Restatement Date. Each 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, 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 Acquisition, the other transactions contemplated by the Loan EXECUTION VERSION Documents Acquisition or the financing thereofthereof or the Foreign Mergers. 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. 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 accordance with subsection 6.12.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations (other than Liquor Licenses and Permits) and all consents of other Persons, in each case that are necessary or reasonably advisable in connection with the Acquisition, the other transactions contemplated by the Loan Documents and the Acquisition Agreement and the continued operation of the Acquired Business business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the Restatement Date Closing Date, except for consents and to estoppel letters requested by the extent any Liquor License or Permit has not been obtained, Lenders from equipment lessors and landlords (which Company shall have taken all actions necessary use its commercially reasonable efforts to obtain after the Closing Date) and 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 advisable be expected to result in order to continue to operate the Acquired Business in substantially the same manner as conducted prior to the Restatement Datea 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, 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 Acquisition, the other transactions contemplated by the Loan EXECUTION VERSION 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 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 shall have obtained (a) all Governmental Authorizations (other than Liquor Licenses and Permits) and all consents of other Persons, in each case that are necessary or reasonably advisable in connection with the Acquisition, the other transactions contemplated by the Loan Documents and the Acquisition Agreement (b) all Governmental Authorizations and consents necessary for the continued operation of the Acquired Business business conducted by the Borrower and its Subsidiaries in substantially the same manner as conducted prior to the Restatement Date and date hereof, except where the failure to obtain such Governmental Authorizations described in the extent any Liquor License foregoing clause (b) would not, individually or Permit has not been obtainedin the aggregate, Company shall reasonably be expected to have taken all actions necessary or reasonably advisable in order to continue to operate the Acquired Business in substantially the same manner as conducted prior to the Restatement Datea 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, could 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 Acquisition, the other transactions contemplated by the Loan EXECUTION VERSION 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 except in each case not specifically relating to the time transactions contemplated by the Loan Documents where such action, request for any applicable Government Authority stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to take action to set aside its consent on its own motion shall have expiredresult in a Material Adverse Effect.

Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations (other than Liquor Licenses and Permits) and all consents of other Persons, in each case that are necessary or reasonably advisable in connection with the Acquisition, the other transactions contemplated by the Loan Documents and the Acquisition Agreement and the continued operation of the Acquired Business business conducted by Company and its Subsidiaries in substantially the same manner as conducted prior to the Restatement Date and to the extent any Liquor License or Permit has not been obtained, Company shall have taken all actions necessary or reasonably advisable in order to continue to operate the Acquired Business in substantially the same manner as conducted prior to the Restatement Closing 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, 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 EXECUTION VERSION 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. There shall not have occurred any material adverse change in governmental regulation or policy of any Governmental Authority that adversely affects any of the Company, its Subsidiaries or the Lenders.