NSR Consent Decree Sample Clauses

NSR Consent Decree. (a) Sellers and Purchaser shall use their respective reasonable best efforts to effect an amendment to the NSR Consent Decree as promptly as reasonably practicable after the Effective Date pursuant to paragraphs 192 and 193 of the NSR Consent Decree pursuant to which Purchaser shall assume all obligations under the NSR Consent Decree relating to the Xxxxxxxx Interest and Big Xxxxx, but without (i) allocating in any such amendment any emissions caps under the NSR Consent Decree for Xxxxxxxx and Big Xxxxx separate from the other applicable facilities of Sellers and their applicable Affiliates (in their capacity as “Defendants” under the NSR Consent Decree), or (ii) the release of Sellers and their applicable Affiliates (in their capacity as “Defendants” under the NSR Consent Decree) from joint and several liability with respect to any compliance obligations with respect to Xxxxxxxx and Big Xxxxx. As of the Closing, the Parties shall enter into the Compliance Agreement in the form set forth as Exhibit D.
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NSR Consent Decree. The amended NSR Consent Decree contemplated by Section 4.13 shall have been duly executed and delivered by all parties thereto, approved and entered by the United States District Court for the Southern District of Ohio and in full force and effect.
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NSR Consent Decree. (a) Buyer hereby acknowledges receipt of written notice of, and a copy of, the NSR Consent Decree.
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NSR Consent Decree. (a) Unless and until an Alternative Joint Modification Election shall be validly made, during the Interim Period, the Parties agree to use their respective reasonable best efforts to implement the substitution of Buyer for the Sellers and their applicable Affiliates (in their capacity as “Defendants” under the NSR Consent Decree) with respect to all obligations under the NSR Consent Decree relating to Gavin, including (x) allocating separate emissions caps under the NSR Consent Decree for Gavin separate from the other applicable facilities of the Sellers and their applicable Affiliates (in their capacity as “Defendants” under the NSR Consent Decree), and (y) the release of the Sellers and their applicable Affiliates (in their capacity as “Defendants” under the NSR Consent Decree) from joint and several liability with respect to any compliance obligations with respect to Gavin from and after the date of such modification (but retaining Sellers’ responsibility for compliance on a joint and several basis for the facilities other than Gavin covered by the NSR Consent Decree), which substitution shall be effected pursuant to an amendment to the NSR Consent Decree in accordance with the terms of the NSR Consent Decree (including paragraphs 192 and 194 thereof) to be effective as of the Closing and be in form and substance reasonably satisfactory to Sellers and the Buyer; provided that the Parties agree and acknowledge that an amendment containing substantially the same terms and conditions as set forth in the Joint Modification attached hereto as Exhibit E hereto shall be reasonably acceptable to each of the Parties.
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NSR Consent Decree. The amended NSR Consent Decree contemplated by Section 5.22(a) (or, if a valid Alternative Joint Modification Election shall have been made, the amended NSR Consent Decree contemplated by Section 5.22(b)) shall have been duly executed and delivered by all parties thereto, approved and entered by the United States District Court for the Southern District of Ohio and remains in full force and effect.
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Related to NSR Consent Decree

  • Governmental Consent, etc No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the other agreements contemplated hereby, or the consummation by the Company of any other transactions contemplated hereby or thereby.

  • Prior Consent No assignment may be consummated pursuant to this Section 11.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided that the consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

  • Governmental Consent No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

  • Non-Consent Operations Seller has not elected not to participate in any operation or activity proposed with respect to the Assets which could result in any of Seller’s interest in any Assets becoming subject to a penalty or forfeiture as a result of such election not to participate in such operation or activity, except to the extent reflected in the Net Revenue Interests and Working Interests set forth in Exhibit A.

  • Cooperation; Consents Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

  • Waiver; Consent This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto. No waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. Except to the extent otherwise agreed in writing, no waiver of any term, condition or other provision of this Agreement, or any breach thereof shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent breach of the same term, condition or provision, nor shall any forbearance to seek a remedy for any noncompliance or breach be deemed to be a waiver of a party’s rights and remedies with respect to such noncompliance or breach.

  • No Governmental Consent or Approval Required No authorization, consent, approval or other order of, declaration to, or filing with, any governmental agency or body is required to be made or obtained by the Corporation for or in connection with the valid and lawful authorization, execution and delivery by the Corporation of this Agreement or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Purchaser Shares, except exemptive filings under applicable securities laws, which are not required to be made until after the Closing and which shall be made on a timely basis.

  • Seller's Consent to Assignment The Seller hereby acknowledges the Purchaser's right to assign, transfer and convey all of the Purchaser's rights under this Agreement to a third party and that the representations and warranties made by the Seller to the Purchaser pursuant to this Agreement will, in the case of such assignment, transfer and conveyance, be for the benefit of such third party. The Seller hereby consents to such assignment, transfer and conveyance.

  • Government Approval, Regulation, etc No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Borrower of this Amendment.

  • Authorization; Consents The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue and sell the Securities to the Investor in accordance with the terms hereof. All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain would not have a Material Adverse Effect.

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