Common use of NOTICES, CONSENTS AND APPROVALS Clause in Contracts

NOTICES, CONSENTS AND APPROVALS. (a) The Seller and the Buyer shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties shall use Commercially Reasonable Efforts to make such filings, as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will bear its own costs for the preparation of any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible time. (b) Prior to the Closing, the Seller and the Buyer shall cooperate with each other and use all Commercially Reasonable Efforts to (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer or reissuance to the Buyer of all necessary Permits and (iv) obtain all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Agreement or in any of the Related Agreements (including, without limitation, the Seller's Regulatory Approvals and the Buyer's Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Seller or the Buyer is a party or by which any of them is bound. The Seller and the Buyer shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement or in any of the Related Agreements which appear in any filing made in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller shall cooperate with the Buyer's efforts in this regard and the Seller shall use each and every Commercially Reasonable Effort to assist in the transfer or reissuance when so requested by the Buyer. If Buyer is unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, the Seller shall continue to cooperate with the Buyer's efforts to secure such transfer or reissuance following the Closing Date.

NOTICES, CONSENTS AND APPROVALS. (a) The Seller and the Buyer shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties shall use Commercially Reasonable Efforts their best efforts to make such filings, filings as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all 025 filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will bear its own costs for the preparation of any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible time. (b) Prior to the Closing, the The Seller and the Buyer shall cooperate with each other and use all Commercially Reasonable Efforts to (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer transfer, issuance or reissuance to the Buyer of all necessary Permits and (iv) obtain all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Agreement or in any of the Related Agreements (including, without limitation, the Seller's Regulatory Approvals and the Buyer's Regulatory Approvals) or required by the terms of the Trust Agreement or any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Seller or the Buyer is a party or by which any either of them is bound. The Seller and the Buyer Both Parties shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement or in any of the Related Agreements which appear in any filing made by either Party in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller shall cooperate with the Buyer's efforts in this regard and the Seller shall use each and every Commercially Reasonable Effort to assist in the transfer or reissuance when so requested by the Buyer. If Buyer is unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, the Seller shall continue to cooperate with the Buyer's efforts to secure such transfer or reissuance following the Closing Date.

NOTICES, CONSENTS AND APPROVALS. During the Interim Period: (a) The Seller Subject to Section 5.2(c), during the Interim Period, each Party will and will cause its respective applicable Affiliates to, in order to consummate the transactions contemplated by this Agreement and the Related Agreements, provide reasonable cooperation to the other Party, and proceed diligently and in good faith and use all reasonable best efforts, as promptly as practicable, to (i) obtain the Buyer shall each file Required Consents and the Seller Required Consents, (ii) make all required filings with, and give all required notices to, the applicable Governmental Authorities or cause other Persons required to be filed consummate the transactions contemplated by this Agreement and the Related Agreements, and (iii) cooperate in good faith with the Federal Trade Commission applicable Governmental Authorities or other Persons and promptly provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection with the foregoing. The Parties will provide prompt notification to each other when any such Consent referred to in this Section 5.2(a) is obtained, taken, made, given or denied, as applicable, and will, subject to Section 5.2(b), promptly advise each other of any material communications (in oral or written form) with any Governmental Authority or other Person regarding any of the transactions contemplated under this Agreement or the Related Agreements. (b) In furtherance of the covenants set forth in Section 5.2(a): (i) As soon as practicable following the Effective Date, Buyer and Seller shall prepare all necessary filings in connection with the transactions contemplated by this Agreement and the United States Department of Justice any notifications Related Agreements that may be required to be filed by such Party with applicable Governmental Authorities or under any applicable Laws. Such filings shall be submitted as soon as practicable following the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect Effective Date, but in no event later than thirty (30) days thereafter (subject to the transactions contemplated herebyextension by mutual written agreement. The Parties shall use Commercially Reasonable Efforts (A) request expedited treatment of any such filings (where applicable), (B) subject to make applicable Law and the instructions of any Governmental Authority, keep each other apprised of the status of matters relating to such filings, as including by promptly as possible after furnishing each other with copies of any notices, correspondence or other written communication from the Effective Daterelevant Governmental Authority, to respond (C) promptly make any appropriate or necessary subsequent or supplemental filings, submissions or responses to any requests for additional information made by either Governmental Authority, and (D) cooperate in the preparation of such agenciesfilings, submissions or responses as is reasonably necessary and appropriate, including by making available to the other Party such information as the other Party may reasonably request in order to complete such filings or respond to information requests by any Governmental Authority. Prior to making any material filing, submission, response or other communication to any Governmental Authority (or members of their respective staffs) in oral or written form, each Party will permit the other Party (or its counsel) a reasonable opportunity to review and provide comments on such proposed filing, submission, response or other communication, and will consult with and consider in good faith the views of the other Party in connection therewith. Each Party will consult with the other Party in advance of any material meeting or conference (in person or by telephone) with any such Governmental Authority, and to the extent not prohibited by Law or such Governmental Authority, give the other Party the opportunity to attend and to participate in such meetings and conferences. Notwithstanding the foregoing, neither Buyer nor Seller shall be obligated to share any information, filing, submission or response with the other Party if a Governmental Authority objects to the sharing of such information, filing, submission or response or if prohibited by applicable Law. (ii) The Parties shall not, and shall cause their respective Affiliates not to, take any action that would reasonably be expected to materially adversely affect or delay the waiting periods under Consent of any Governmental Authority with respect to any of the Xxxx-Xxxxx-Xxxxxx Act filings referred to terminate in Section 5.2(a). In addition, Buyer shall not knowingly take any action that would reasonably be expected to materially adversely affect or expire at delay the earliest possible date after the date Consent of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Actany Governmental Authority with respect to any other asset sales being undertaken by Seller. (iii) Except as set forth in Section 9.1 or as otherwise set forth in this Section 5.2, but each Party will shall bear its own fees, costs for the and all other expenses (including filing fees, transfer fees, legal fees and other filing preparation of costs) associated with any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act Consents or other actions contemplated by this Section 5.2 in connection with respect or otherwise related to the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible timeAgreements. (bc) Prior In addition to the Closingcovenants set forth in Section 5.2(a) and Section 5.2(b), the Seller Buyer and the Buyer Seller, as applicable, shall cooperate with each other undertake promptly any and use all Commercially Reasonable Efforts actions required to (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer or reissuance to the Buyer of all necessary Permits and (iv) obtain all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate complete lawfully the transactions contemplated by this Agreement and the Related Agreements prior to the Outside Date, including by (i) responding to and complying with, as promptly as reasonably practicable, any request for information or documentary material regarding such transactions from any relevant Governmental Authority (including, if applicable, responding to any “second request” for additional information or documentary material under the HSR Act as promptly as reasonably practicable), (ii) causing the prompt expiration or termination (including requesting early termination and/or approvals thereof) of any applicable waiting period and clearance or approval by any relevant Governmental Authority, including defense against, and the resolution of, any objections or challenges, in court or otherwise, by any relevant Governmental Authority or other Person preventing consummation of such transactions, and (iii) making any necessary post-Closing filing or proffering and consenting to an Order providing for the sale or other disposition, or the holding separate, of particular assets, categories of assets or lines of business, including the Acquired Assets or any other assets or lines of business of Buyer or any of its Affiliates, in order to mitigate or otherwise remedy any requirements of, or concerns of, any Governmental Authority, or proffering and consenting to any other restriction, prohibition or limitation on any of the Acquired Assets, or on Buyer or any of Buyer’s Affiliates or any of their respective assets, in order to mitigate or remedy such requirements or concerns. The entry by any Governmental Authority in any legal proceeding of an Order permitting the consummation of the transactions contemplated by this Agreement and/or any of the Related Agreements but which is subject to certain conditions or requires Buyer or any of its Affiliates to take any action, including any restructuring of the Acquired Assets or lines of business of Buyer or any of its Affiliates or any changes to the existing business of Buyer or any of its Affiliates, shall not be deemed a failure to satisfy the conditions specified in ARTICLE VI. For the avoidance of doubt, Buyer shall not take any action with respect to its obligations under this Section 5.2(c) which would bind Seller or any of its Affiliates irrespective of whether the transactions contemplated hereby occur. (includingd) Buyer further agrees that neither it nor any of its Affiliates shall, without limitationprior to Closing, enter into any other Contract to acquire or market or control the Seller's Regulatory Approvals output of, nor acquire or market or control the output of, electric generating facilities or uncommitted generation capacity in the ISO-NE market if the proposed acquisition or ability to market or control output of such additional electric generating facilities or uncommitted generation capacity in such market could reasonably be expected to increase the market power attributable to Buyer and its Affiliates in such market in a manner materially adverse to approval of the transactions contemplated by this Agreement and the Related Agreements by any relevant Governmental Authority or Counterparty or that would reasonably be expected to prevent or otherwise materially interfere with, or materially delay the consummation of the transactions contemplated hereby and thereby. (e) During the Interim Period, Buyer and Seller shall cooperate and use their commercially reasonable efforts to secure the transfer or reissuance of the Transferable Permits to Buyer (including obtaining any necessary Consents thereto), or the substitution of Buyer for Seller where appropriate on pending applications for such Transferable Permits or renewals thereof, effective as of the Closing Date. If the Parties are unable to secure the transfer, reissuance or substitution respecting one or more Transferable Permits effective as of the Closing Date, Seller shall continue to reasonably cooperate with Buyer's Regulatory Approvals) ’s efforts to secure such transfer, reissuance or required by substitution following the Closing Date. Each Party agrees that it will accept the terms of any noteall Transferable Permits as existing on the Effective Date relating to the operation of the Acquired Assets, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument and that it will not seek to which the Seller or the Buyer is a party or by which amend any of them is bound. The Seller and the Buyer shall have the right to review such terms in advance all characterizations of the information connection with filings with Governmental Authorities relating to the transactions contemplated by this Agreement or in any of and the Related Agreements which appear in any filing made in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoingAgreements, the Seller is not obligated other than as necessary to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing effect the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller shall cooperate with the Buyer's efforts in this regard and the Seller shall use each and every Commercially Reasonable Effort thereof to assist in the transfer or reissuance when so requested by the Buyer. If Buyer is unable In addition, with respect to secure any Transferable Permits for which the transfer or reissuance of one or more Permits effective on date for renewal will have passed by the Closing Date, Seller and Buyer shall cooperate to file by the Closing Date all applications with Governmental Authorities necessary to renew such Transferable Permits in a timely fashion without any material modifications to the terms thereof, except as may be required by applicable Law or to effect the renewal of such Permit in the name of Buyer. (f) Promptly after the Effective Date and during the Interim Period, Buyer and Seller shall continue to cooperate will in good faith negotiate the terms and conditions of the Related Agreements, Easements and easement plans with the Buyer's efforts to secure such transfer intention of the forms of each being final on or reissuance following before the Closing thirtieth (30th) day after the Effective Date.

NOTICES, CONSENTS AND APPROVALS. During the Interim Period: (a) The Seller Subject to Section 5.2(c), during the Interim Period, each Party will and will cause its respective applicable Affiliates to, in order to consummate the transactions contemplated by this Agreement and the Related Agreements, provide reasonable cooperation to the other Party, and proceed diligently and in good faith and use all reasonable best efforts, as promptly as practicable, to (i) obtain the Buyer shall each file Required Consents and the Seller Required Consents, (ii) make all required filings with, and give all required notices to, the applicable Governmental Authorities or cause other Persons required to be filed consummate the transactions contemplated by this Agreement and the Related Agreements, and (iii) cooperate in good faith with the Federal Trade Commission applicable Governmental Authorities or other Persons and promptly provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection with the foregoing. The Parties will provide prompt notification to each other when any such Consent referred to in this Section 5.2(a) is obtained, taken, made, given or denied, as applicable, and will, subject to Section 5.2(b), promptly advise each other of any material communications (in oral or written form) with any Governmental Authority or other Person regarding any of the transactions contemplated under this Agreement or the Related Agreements.‌ (b) In furtherance of the covenants set forth in Section 5.2(a): (i) As soon as practicable following the Effective Date, Buyer and Seller shall prepare all necessary filings in connection with the transactions contemplated by this Agreement and the United States Department of Justice any notifications Related Agreements that may be required to be filed by such Party with applicable Governmental Authorities or under any applicable Laws. Such filings shall be submitted as soon as practicable following the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect Effective Date, but in no event later than thirty (30) days thereafter (subject to the transactions contemplated herebyextension by mutual written agreement. The Parties shall use Commercially Reasonable Efforts (A) request expedited treatment of any such filings (where applicable), (B) subject to make applicable Law and the instructions of any Governmental Authority, keep each other apprised of the status of matters relating to such filings, as including by promptly as possible after furnishing each other with copies of any notices, correspondence or other written communication from the Effective Daterelevant Governmental Authority, to respond (C) promptly make any appropriate or necessary subsequent or supplemental filings, submissions or responses to any requests for additional information made by either Governmental Authority, and (D) cooperate in the preparation of such agenciesfilings, submissions or responses as is reasonably necessary and appropriate, including by making available to the other Party such information as the other Party may reasonably request in order to complete such filings or respond to information requests by any Governmental Authority. Prior to making any material filing, submission, response or other communication to any Governmental Authority (or members of their respective staffs) in oral or written form, each Party will permit the other Party (or its counsel) a reasonable opportunity to review and provide comments on such proposed filing, submission, response or other communication, and will consult with and consider in good faith the views of the other Party in connection therewith. Each Party will consult with the other Party in advance of any material meeting or conference (in person or by telephone) with any such Governmental Authority, and to the extent not prohibited by Law or such Governmental Authority, give the other Party the opportunity to attend and to participate in such meetings and conferences. Notwithstanding the foregoing, neither Buyer nor Seller shall be obligated to share any information, filing, submission or response with the other Party if a Governmental Authority objects to the sharing of such information, filing, submission or response or if prohibited by applicable Law. (ii) The Parties shall not, and shall cause their respective Affiliates not to, take any action that would reasonably be expected to materially adversely affect or delay the waiting periods under Consent of any Governmental Authority with respect to any of the Xxxx-Xxxxx-Xxxxxx Act filings referred to terminate in Section 5.2(a). In addition, Buyer shall not knowingly take any action that would reasonably be expected to materially adversely affect or expire at delay the earliest possible date after the date Consent of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Actany Governmental Authority with respect to any other asset sales being undertaken by Seller. (iii) Except as set forth in Section 9.1 or as otherwise set forth in this Section 5.2, but each Party will shall bear its own fees, costs for the and all other expenses (including filing fees, transfer fees, legal fees and other filing preparation of costs) associated with any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act Consents or other actions contemplated by this Section 5.2 in connection with respect or otherwise related to the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible timeAgreements. (bc) Prior In addition to the Closingcovenants set forth in Section 5.2(a) and Section 5.2(b), the Seller Buyer and the Buyer Seller, as applicable, shall cooperate with each other undertake promptly any and use all Commercially Reasonable Efforts actions required to (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer or reissuance to the Buyer of all necessary Permits and (iv) obtain all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate complete lawfully the transactions contemplated by this Agreement and the Related Agreements prior to the Outside Date, including by (i) responding to and complying with, as promptly as reasonably practicable, any request for information or documentary material regarding such transactions from any relevant Governmental Authority (including, if applicable, responding to any “second request” for additional information or documentary material under the HSR Act as promptly as reasonably practicable), (ii) causing the prompt expiration or termination (including requesting early termination and/or approvals thereof) of any applicable waiting period and clearance or approval by any relevant Governmental Authority, including defense against, and the resolution of, any objections or challenges, in court or otherwise, by any relevant Governmental Authority or other Person preventing consummation of such transactions, and (iii) making any necessary post-Closing filing or proffering and consenting to an Order providing for the sale or other disposition, or the holding separate, of particular assets, categories of assets or lines of business, including the Acquired Assets or any other assets or lines of business of Buyer or any of its Affiliates, in order to mitigate or otherwise remedy any requirements of, or concerns of, any Governmental Authority, or proffering and consenting to any other restriction, prohibition or limitation on any of the Acquired Assets, or on Buyer or any of Buyer’s Affiliates or any of their respective assets, in order to mitigate or remedy such requirements or concerns. The entry by any Governmental Authority in any legal proceeding of an Order permitting the consummation of the transactions contemplated by this Agreement and/or any of the Related Agreements but which is subject to certain conditions or requires Buyer or any of its Affiliates to take any action, including any restructuring of the Acquired Assets or lines of business of Buyer or any of its Affiliates or any changes to the existing business of Buyer or any of its Affiliates, shall not be deemed a failure to satisfy the conditions specified in ARTICLE VI. For the avoidance of doubt, Buyer shall not take any action with respect to its obligations under this Section 5.2(c) which would bind Seller or any of its Affiliates irrespective of whether the transactions contemplated hereby occur. (includingd) Buyer further agrees that neither it nor any of its Affiliates shall, without limitationprior to Closing, enter into any other Contract to acquire or market or control the Seller's Regulatory Approvals output of, nor acquire or market or control the output of, electric generating facilities or uncommitted generation capacity in the ISO-NE market if the proposed acquisition or ability to market or control output of such additional electric generating facilities or uncommitted generation capacity in such market could reasonably be expected to increase the market power attributable to Buyer and its Affiliates in such market in a manner materially adverse to approval of the transactions contemplated by this Agreement and the Buyer's Regulatory ApprovalsRelated Agreements by any relevant Governmental Authority or Counterparty or that would reasonably be expected to prevent or otherwise materially interfere with, or materially delay the consummation of the transactions contemplated hereby and thereby. (e) During the Interim Period, Buyer and Seller shall cooperate and use their commercially reasonable efforts to secure the transfer or required by reissuance of the Transferable Permits to Buyer (including obtaining any necessary Consents thereto), or the substitution of Buyer for Seller where appropriate on pending applications for such Transferable Permits or renewals thereof, effective as of the Closing Date. If the Parties are unable to secure the transfer, reissuance or substitution respecting one or more Transferable Permits effective as of the Closing Date, Seller shall continue to reasonably cooperate with Xxxxx’s efforts to secure such transfer, reissuance or substitution following the Closing Date. Each Party agrees that it will accept the terms of any noteall Transferable Permits as existing on the Effective Date relating to the operation of the Acquired Assets, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument and that it will not seek to which the Seller or the Buyer is a party or by which amend any of them is bound. The Seller and the Buyer shall have the right to review such terms in advance all characterizations of the information connection with filings with Governmental Authorities relating to the transactions contemplated by this Agreement or in any of and the Related Agreements which appear in any filing made in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoingAgreements, the Seller is not obligated other than as necessary to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing effect the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller shall cooperate with the Buyer's efforts in this regard and the Seller shall use each and every Commercially Reasonable Effort thereof to assist in the transfer or reissuance when so requested by the Buyer. If Buyer is unable In addition, with respect to secure any Transferable Permits for which the transfer or reissuance of one or more Permits effective on date for renewal will have passed by the Closing Date, Seller and Buyer shall cooperate to file by the Closing Date all applications with Governmental Authorities necessary to renew such Transferable Permits in a timely fashion without any material modifications to the terms thereof, except as may be required by applicable Law or to effect the renewal of such Permit in the name of Buyer. (f) Promptly after the Effective Date and during the Interim Period, Buyer and Seller shall continue to cooperate will in good faith negotiate the terms and conditions of the Related Agreements, Easements and easement plans with the Buyer's efforts to secure such transfer intention of the forms of each being final on or reissuance following before the Closing thirtieth (30th) day after the Effective Date.

NOTICES, CONSENTS AND APPROVALS. (a) The Seller and the Buyer shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties Buyer shall use Commercially Reasonable Efforts to make any such filings, as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the any waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will shall pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will Act and shall bear its own costs for the preparation of any filing. Both Parties Buyer shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible time. Notwithstanding the foregoing, Buyer shall not be required to agree to engage in (i) any divestitures or hold separate orders with respect to any assets, properties, or businesses of the Buyer or the Company or (ii) any conduct provisions, limitations on the ownership or operation of the Company, or any other remedies. On the basis of a preliminary review of materials provided by Sellers in due diligence, Buyer does not as of the date of execution of this Agreement, anticipate any anti-competitive concerns associated with the acquisition which would materially delay, condition or prevent approval of the transaction. (b) Sellers and Buyer shall jointly prepare and file or cause to be filed with the Federal Energy Regulatory Commission an application pursuant to Section 203(a) of the Federal Power Act, requesting approval for the transactions contemplated hereby. Sellers and Buyer shall use Commercially Reasonable Efforts to make any such filings, as promptly as possible after the Effective Date. Sellers and Buyer shall bear their own costs for the preparation of any filing. (c) Prior to the Closing, the Seller and the Buyer shall cooperate with each other Seller and use all Commercially Reasonable Efforts to (i) promptly prepare prepare, support, assist in preparing, join in and file any filings, applications and all other necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, documents and (iii) obtain the transfer and not oppose, directly or reissuance to the Buyer of all necessary Permits and (iv) obtain indirectly, all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Agreement or in any of the Related Agreements (including, without limitation, the Seller's Regulatory Approvals and the Buyer's Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Seller or the Buyer is a party or by which it or any of them its properties is bound. The Seller and the Buyer Sellers shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement or in any of the Related Agreements which that appear in any filing made by Buyer in connection with the transactions contemplated hereby or therebyhereby. Notwithstanding the foregoing, the Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller shall cooperate with the Buyer's efforts in this regard and the Seller shall use each and every Commercially Reasonable Effort to assist in the transfer or reissuance when so requested by the Buyer. If Buyer is unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, the Seller shall continue to cooperate with the Buyer's efforts to secure such transfer or reissuance following the Closing Date.25

NOTICES, CONSENTS AND APPROVALS. (a) The Seller and the Buyer shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties shall use Commercially Reasonable Efforts their best efforts to make such filings, filings as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will bear its own costs for the preparation of any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible time. (b) Prior to the Closing, the The Seller and the Buyer shall cooperate with each other and use all Commercially Reasonable Efforts to (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer transfer, issuance or reissuance to the Buyer of all necessary Permits and (iv) obtain all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Agreement or in any of the Related Agreements (including, without limitation, the Seller's Regulatory Approvals and the Buyer's Regulatory Approvals) or required by the terms of the Trust Agreement or any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Seller or the Buyer is a party or by which any either of them is bound. The Seller and the Buyer Both Parties shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement or in any of the Related Agreements which appear in any filing made by either Party in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller shall cooperate with the Buyer's efforts in this regard and the Seller shall use each and every Commercially Reasonable Effort to assist in the transfer or reissuance when so requested by the Buyer. If Buyer is unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, the Seller shall continue to cooperate with the Buyer's efforts to secure such transfer or reissuance following the Closing Date.

NOTICES, CONSENTS AND APPROVALS. (a) The Seller and the Buyer shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties shall use Commercially Reasonable Efforts to make such filings, as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will bear its own costs for the preparation of any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement and the Related Ancillary Agreements to expire or terminate at the earliest possible time. (b) Prior to the Closing, the Seller and the Buyer shall cooperate with each other and use all Commercially Reasonable Efforts to (i) promptly prepare prepare, support, assist in preparing, join in and file any filings, applications and all other necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer or reissuance to the Buyer of all necessary Permits and (iv) obtain and not oppose, directly or indirectly, all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Agreement or in any of the Related Ancillary Agreements (including, without limitation, the Seller's ’s Regulatory Approvals and the Buyer's ’s Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Company, Seller or the Buyer is a party or by which any of them is bound, provided that no Party shall amend any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument or agree on any restriction on the Business of the Company in obtaining such consents, approvals and authorizations. The Seller and the Buyer shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement or in any of the Related Ancillary Agreements which that appear in any filing made in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller shall cooperate with the Buyer's ’s efforts in this regard and the Seller shall use each and every Commercially Reasonable Effort Efforts to assist in the transfer or reissuance when so requested by the Buyerreissuance. If Buyer is the Parties are unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, the Seller shall continue to reasonably cooperate with the Buyer's ’s efforts to secure such transfer or reissuance following the Closing Date. (d) Buyer shall cooperate with Seller and its Affiliates in obtaining and not oppose, directly or indirectly, all necessary consents, approvals and authorizations necessary or advisable in connection with the New Easements and the Shoreline Management Plan.

NOTICES, CONSENTS AND APPROVALS. (a) The Seller and the Buyer shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the XxxxHart-Xxxxx-Xxxxxx Act Xxx and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties shall cooperate with each other and use Commercially Reasonable Efforts to make such filings, as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the XxxxHart-Xxxxx-Xxxxxx Act Xxx to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all filing fees under the XxxxHart-Xxxxx-Xxxxxx ActXxx, but each Party will bear its own costs for the preparation of any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the XxxxHart-Xxxxx-Xxxxxx Act Xxxxx- Xxdixx Xxx with respect to the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible time. (b) Prior to the Closing, the Seller and the Buyer shall cooperate with each other and use all Commercially Reasonable Efforts to (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer or reissuance to the Buyer of all necessary Permits and (iv) obtain all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Agreement or in any of the Related Agreements (including, without limitation, the Seller's Regulatory Approvals and the Buyer's Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Seller or the Buyer is a party or by which any of them is bound. The Seller and the Buyer shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement or in any of the Related Agreements which appear in any filing made in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller shall cooperate with the Buyer's efforts in this regard and the Seller shall use each and every all Commercially Reasonable Effort Efforts to assist in the transfer or reissuance when so requested by the Buyer. If Buyer is unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, the Seller shall continue to cooperate with the Buyer's efforts to secure such transfer or reissuance following the Closing Date.

NOTICES, CONSENTS AND APPROVALS. (a) The Seller and the Buyer shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties shall use Commercially Reasonable Efforts to make such filings, as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will bear its own costs for the preparation of any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible time. (b) Prior to the Closing, the Seller CL&P and the Buyer CRRA shall cooperate with each other and use all Commercially Reasonable Efforts to (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer or reissuance to the Buyer CRRA or its designee of all necessary Permits and (iv) obtain all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Agreement or in any of the Related Agreements (including, without limitation, the SellerCL&P's Regulatory Approvals and the BuyerCRRA's Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Seller CL&P or the Buyer CRRA is a party or by which any of them is bound. The Seller CL&P and the Buyer CRRA shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement or in any of the Related Agreements which appear in any filing made in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the Seller CL&P is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtainedobtained despite CL&P's compliance with its obligations relating thereto under this Agreement. (cb) The Buyer CRRA shall have primary responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller CL&P shall cooperate with the BuyerCRRA's efforts in this regard and the Seller CL&P shall use each and every all Commercially Reasonable Effort Efforts to assist in the transfer or reissuance when so requested by the BuyerCRRA. If Buyer CRRA is unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, the Seller CL&P shall continue to cooperate with the BuyerCRRA's efforts to secure such transfer or reissuance following the Closing Date. (c) On or prior to Closing Date, CL&P shall also vacate the Acquired Assets, except for those areas subject to the Reserved Easements and/or the Reciprocal License. Except to the extent that the Parties agree in writing to the contrary, CL&P shall remove all personnel files and inventory required to be removed in accordance with Section 6.1(g) from the Real Property prior to Closing.

NOTICES, CONSENTS AND APPROVALS. (a) The Seller Sellers and the Buyer shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties shall use Commercially Reasonable Efforts to make such filings, as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will bear its own costs for the preparation of any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Related Purchase Agreement and the Related Ancillary Agreements to expire or terminate at the earliest possible time. (b) Prior to the Closing, the Seller Sellers and the Buyer shall cooperate with each other and use all Commercially Reasonable Efforts to (i) promptly prepare prepare, support, assist in preparing, join in and file any filings, applications and all other necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer or reissuance to the Buyer of all necessary Permits and (iv) obtain and not oppose, directly or indirectly, all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Related Purchase Agreement or in any of the Related Ancillary Agreements (including, without limitation, the Seller's Sellers’ Regulatory Approvals and the Buyer's ’s Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the any Seller or the Buyer is a party or by which any of them is bound, provided that no Party shall amend any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument or agree on any restriction on the Business of the Company in obtaining such consents, approvals and authorizations. The Seller Sellers and the Buyer shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Related Purchase Agreement or in any of the Related Ancillary Agreements which that appear in any filing made in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the no Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller Sellers shall cooperate with the Buyer's ’s efforts in this regard and the Seller Sellers shall use each and every Commercially Reasonable Effort Efforts to assist in the transfer or reissuance when so requested by the Buyerreissuance. If Buyer is the Parties are unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, the Seller Sellers shall continue to reasonably cooperate with the Buyer's ’s efforts to secure such transfer or reissuance following the Closing Date.

NOTICES, CONSENTS AND APPROVALS. (a) The Seller and the Buyer Sellers shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed on their part under the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties Sellers shall use Commercially Reasonable Efforts to make any such filings, as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the any waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will Sellers shall bear its their own costs for the preparation of any filing. Both Parties Sellers shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible time. (b) Sellers and Buyer shall jointly prepare and file or cause to be filed with the Federal Energy Regulatory Commission an application pursuant to Section 203(a) of the Federal Power Act, requesting approval for the transactions contemplated hereby. Sellers and Buyer shall use Commercially Reasonable Efforts to make any such filings, as promptly as possible after the Effective Date. Sellers and Buyer shall bear their own costs for the preparation of any filing. (c) RM shall seek shareholder approval from each of Ridgewood Electric Power Trust IV and Ridgewood Electric Power Trust V, to the extent necessary, to consummate the transactions as contemplated by this Agreement. (d) Prior to the Closing, the Seller Sellers and the Buyer Company shall cooperate with each other and use all Commercially Reasonable Efforts to (i) promptly prepare prepare, support, assist in preparing, join in and file any filings, applications and all other necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, documents and (iii) obtain the transfer and not oppose, directly or reissuance to the Buyer of all necessary Permits and (iv) obtain indirectly, all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Agreement or in any of the Related Agreements (including, without limitation, the Seller's Regulatory Approvals and the Buyer's Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Company or either Seller or the Buyer is a party or by which any of them or any of their properties is bound. The Buyer shall cooperate with all such efforts by Seller and the Company. Buyer shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement or in any of the Related Agreements which that appear in any filing made by Sellers in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtainedhereby. (ce) The Buyer On or before the Closing, Sellers and the Company shall have primary responsibility for securing the transfer use their Commercially Reasonable Efforts to renew or reissuance of the Permits (including the Transferable Permits) effective as of extend any applicable Permit that has expired or will expire prior to or within ninety days after the Closing Date. The Seller shall cooperate with the Buyer's efforts in this regard 19 (f) Sellers and the Seller Company shall use each provide prior notice to Buyer of, and every Commercially Reasonable Effort Buyer shall have the right, without the obligation, to assist in the transfer or reissuance when so requested by the Buyer. If Buyer is unable to secure the transfer or reissuance of one or more Permits effective on the Closing Dateattend, all meetings between Sellers, the Seller shall continue to cooperate with the Buyer's efforts to secure such transfer Company their agents or reissuance following the Closing DateRepresentatives, and Governmental Authorities regarding any Permits, Environmental Claims or Remediation.

NOTICES, CONSENTS AND APPROVALS. (a) The Seller Subject to the terms and conditions hereof, each Party will, and Sellers will cause the Buyer shall each file Companies to, use commercially reasonable efforts to take, or cause to be filed with the Federal Trade Commission taken, all actions and the United States Department of Justice any notifications required to do, or cause to be filed under the Xxxx-Xxxxx-Xxxxxx Act done, all things necessary, proper or advisable to consummate and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties shall use Commercially Reasonable Efforts to make such filings, effective as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will bear its own costs for the preparation of any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to practicable the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible time. (b) Prior to the Closing, the Seller and the Buyer shall cooperate with each the other Parties in connection with the foregoing, including using its commercially reasonable efforts to deliver all notices and use all Commercially Reasonable Efforts to (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer or reissuance to the Buyer of all necessary Permits and (iv) obtain all necessary consents, approvals and authorizations of all other parties necessary or advisable Consents required to be obtained by it to lawfully consummate the transactions contemplated by this Agreement without any conditions materially adverse to Sellers or in any Buyers, including all Consents set forth on Schedules 3.4 and 3.5. Without limitation to the foregoing, within 14 days of the Related Agreements execution of this Agreement, Sellers shall cause JPTC’s Continuing Membership Application to be prepared (includingsubject to Buyer’s review and comments) and filed with FINRA pursuant to FINRA (NASD) Rule 1017 in connection with the transactions contemplated hereby. (b) Without limiting the generality of this Section 5.2, without limitation, Buyers and Sellers will use commercially reasonable efforts to obtain the Seller's Regulatory Approvals Consents and approvals necessary to assign to Buyer all Advisory Contracts in accordance with the Buyer's Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Seller or the Buyer is a party or by which any of them is bound. The Seller and the Buyer shall have the right to review in advance all characterizations requirements of the information relating Investment Advisers Act and other applicable Law (it being understood and agreed that none of Sellers or Buyers shall be required to expend any material amounts or incur any material liabilities in connection with obtaining any Consents). If Consent to the assignment of an Advisory Contract as a result of the transactions contemplated by this Agreement is required by the Investment Advisers Act, other applicable Law or by such Advisory Contract, as soon as reasonably practicable following the date of this Agreement (but in any no event later than 30 days after the date of this Agreement), Sellers shall send a written notice, substantially in the form attached hereto as Schedule 5.2(b) (the “Initial Negative Consent Notice”). Within 30 days of sending the Initial Negative Consent Notice, Sellers shall send a written notice to Clients that received the Initial Negative Consent Notice reminding each such Client of each of the Related Agreements which appear in any filing made in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller shall cooperate with the Buyer's efforts in this regard and the Seller shall use each and every Commercially Reasonable Effort to assist matters set forth in the transfer or reissuance when so requested by the Buyer. If Buyer is unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, the Seller shall continue to cooperate with the Buyer's efforts to secure such transfer or reissuance following the Closing DateInitial Negative Consent Notice.

NOTICES, CONSENTS AND APPROVALS. (a) The Seller Parties acknowledge and agree that it is important that the Closing occur as soon as possible in order to achieve the date set forth in Section 5.1. Accordingly, the Buyer hereby covenants that it shall each file or cause to be filed (x) submit its portion of the draft applications, including all required exhibits and attachments, under Sections 203 and 205 of the Federal Power Act substantially in a form ready for filing with the Federal Trade Commission FERC (the "FERC Applications") to the Seller within fifteen (15) days after the Effective Date for the Seller's review, and (y) cooperate with the United States Department of Justice any notifications required Seller with a view to be filed under filing the Xxxx-Xxxxx-Xxxxxx Act and FERC Applications with the FERC in accordance with the rules and regulations promulgated thereunder with respect to of the transactions contemplated hereby. The Parties shall use Commercially Reasonable Efforts to make such filings, as promptly as possible FERC on or before thirty (30) days after the Effective Date, Date and shall thereafter not seek to respond promptly to any requests for additional information made by either of amend or withdraw such agencies, and to cause the waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will bear its own costs for the preparation of any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement and the Related Agreements to expire or terminate at the earliest possible timeFERC Applications. (b) Prior Without limitation of Section 5.2(a), prior to the Closing, the Seller and the Buyer shall cooperate with each other and use all Commercially Reasonable Efforts to (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer or reissuance to the Buyer of all necessary Permits and (iv) obtain all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Agreement or in any of the Related Agreements (including, without limitation, the Seller's Regulatory Approvals and the Buyer's Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Seller or the Buyer is a party or by which any of them is bound. The Seller and the Buyer shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement or in any of the Related Agreements which appear in any filing made in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer Except as set forth in Section 5.2(d), the Parties shall have primary share responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date, and each Party shall bear all of the costs and expenses incurred by such Party in connection therewith (provided that the Buyer shall solely bear any reissuance, transfer or similar fees). The Seller Parties shall cooperate with the Buyer's efforts in this regard and the Seller shall use each and every Commercially Reasonable Effort to assist in the transfer or reissuance when so requested by the Buyerregard. If Buyer is Parties are unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, then the Closing shall be postponed until such permits are transferred or reissued, or canceled; provided that if such postponement exceeds thirty (30) days, the Buyer and the Seller shall continue use Commercially Reasonable Efforts to cooperate arrange for the operation of the Facilities under the existing Permits (with appropriate indemnities in favor of the Seller and its Affiliates) pursuant to the Generation Support Services Agreement or other mutually agreed arrangement that allows the Closing to occur notwithstanding the failure to transfer or reissue certain Permits; provided, however, that the Closing shall not occur unless FERC has authorized the transfer of the FERC License. (d) Within thirty (30) days after the Effective Date, the Buyer shall provide Seller with copies, in form ready to be filed with FERC, of duly executed contingent withdrawals or similar pleadings from the Buyer, the City, Massachusetts Municipal Wholesale Electric Company, and the City of Ashburnham, withdrawing, terminating or otherwise removing any and all competing applications, motions to intervene, motions for rehearing, appeals and/or any other actions affecting the FERC License, as the case may be, by any of such Persons in the Relicensing Proceeding. Such withdrawals shall be contingent and without prejudice if either this Agreement terminates without the consummation of the transactions contemplated hereunder, or FERC denies the request for authorization to transfer the FERC License to the Buyer. Simultaneously with the filing of the FERC Applications, Buyer shall file, or cause each of such other Persons to file, such withdrawals with FERC. Buyer shall use its best efforts to obtain any additional documents or other assurances required by FERC in connection with such withdrawals. (e) Notwithstanding anything in this Section 5.2 or elsewhere in this Agreement to the contrary, Seller shall retain full authority and discretion with regard to the conduct of, and negotiations, agreement and other commitments related to and/or arising from the Relicensing Proceeding. Seller shall provide Buyer with advance notice of any significant developments in the Relicensing Proceedings and shall reasonably consider Buyer's efforts position in that regard. Notwithstanding the rights reserved by Seller with respect to secure the Relicensing Proceeding, (i) the Seller shall not modify the FERC License and/or the Water Quality Certification, copies of which are attached hereto as Schedule 5.2(e), in a manner that would have a Material Adverse Effect, unless the Buyer has consented to such transfer modification, which consent shall not be unreasonably withheld or reissuance following delayed; and (ii) all capital expenditures made or undertaken by the Closing DateSeller during the Interim Period with respect to the FERC License and/or the Water Quality Certification shall be subject to the terms of Section 5.3.2.

NOTICES, CONSENTS AND APPROVALS. (a) The Seller and the Buyer shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the Xxxx-Xxxxx-Xxxxxx Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. The Parties shall use Commercially Reasonable Efforts to make such filings, as promptly as possible after the Effective Date, to respond promptly to any requests for additional information made by either of such agencies, and to cause the waiting periods under the Xxxx-Xxxxx-Xxxxxx Act to terminate or expire at the earliest possible date after the date of filing. The Buyer will pay all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, but each Party will bear its own costs for the preparation of any filing. Both Parties shall use Commercially Reasonable Efforts to cause any waiting period under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement and the Related Ancillary Agreements to expire or terminate at the earliest possible time. (b) Prior to the Closing, the Seller and the Buyer shall cooperate with each other and use all Commercially Reasonable Efforts to (i) promptly prepare prepare, support, assist in preparing, join in and file any filings, applications and all other necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) obtain the transfer or reissuance to the Buyer of all necessary Permits and (iv) obtain and not oppose, directly or indirectly, all necessary consents, approvals and authorizations of all other parties necessary or advisable to consummate the transactions contemplated by this Agreement or in any of the Related Ancillary Agreements (including, without limitation, the Seller's ’s Regulatory Approvals, Buyer’s Regulatory Approvals and consents to assign the Power Contracts and the Glencore Contracts to Buyer's Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which the Seller or the Buyer is a party or by which any of them is bound, provided that no Party shall amend any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument or agree on any restriction on the Business of the Company in obtaining such consents, approvals and authorizations. The Seller and the Buyer shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement or in any of the Related Ancillary Agreements which that appear in any filing made in connection with the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the Seller is not obligated to assign or transfer any interest in any Transferable Permits, including, without limitation, those obtained pursuant to the applicable requirements of Environmental Laws, if the consent or approval of the third Person for such assignment or transfer cannot be obtained. (c) The Buyer shall have primary responsibility for securing the transfer or reissuance of the Permits (including the Transferable Permits) effective as of the Closing Date. The Seller shall cooperate with the Buyer's ’s efforts in this regard and the Seller shall use each and every Commercially Reasonable Effort Efforts to assist in the transfer or reissuance when so requested by the Buyerreissuance. If Buyer is the Parties are unable to secure the transfer or reissuance of one or more Permits effective on the Closing Date, the Seller shall continue to reasonably cooperate with the Buyer's ’s efforts to secure such transfer or reissuance following the Closing Date.