NYPSC Approval Clause Samples

NYPSC Approval. The NYPSC Approval shall have been obtained.

NYPSC Approval. Seller shall have received an NYPSC Approval of one of the types contemplated by Section 8.4 hereof in the form of one or more final orders (as defined below).

NYPSC Approval. The parties acknowledge that Seller has previously submitted an application to the NYPSC requesting an NYPSC Approval of the type contemplated by Section 8.4(a) or 8.4(b)(i) hereof. As soon as practicable and in any event no later than 10 business days after the date hereof, Seller shall amend such application or submit an additional application to the NYPSC requesting an NYPSC Approval of the type contemplated by Section 8.4(b)(ii) hereof. Seller shall diligently pursue both such applications and shall use its reasonable best efforts to obtain the NYPSC Approval as soon as reasonably practicable after the date hereof. If Seller reasonably determines that it will not receive a satisfactory approval and determination of the NYPSC in respect of the foregoing applications and if appropriate under the circumstances based on its discussions with the NYPSC, Seller will submit one or more additional applications requesting an NYPSC Approval of one of the other types contemplated by Section 8.4 hereof and shall diligently pursue those applications. From and after the date hereof, Seller will give Buyer a reasonable opportunity to review and comment on all applications before they are filed, will promptly furnish to Buyer copies of all written communications to or from the NYPSC regarding the NYPSC Approval and will keep Buyer reasonably apprised of all developments relating to the NYPSC Approval; provided, however, that Buyer shall be obligated to treat all information regarding the NYPSC Approval as confidential to the same extent as it would if (a) such information were "Confidential Information" under the Nondisclosure Agreement, dated December 2005, by and between Verizon Communications Inc. and FairPoint Communications, Inc., and (b) the "Transaction" for purposes of such Nondisclosure Agreement were the transactions contemplated hereby. ARTICLE 7

NYPSC Approval. Seller shall have received the NYPSC Approval, consisting of any one of the following: (a) a determination by the NYPSC to the effect that the NYPSC does not have jurisdiction over any transfers of the Interest, (b) approvals by the NYPSC to transfer the Interest (i) from Seller to Seller’s sole stockholder, Parent, and (ii) from Parent to Buyer, (c) (i) an approval by the NYPSC to transfer the Interest from Seller to Parent and (ii) a determination by the NYPSC that its approval is not required for any transfer of the Interest by Parent, or (d) any other one or more determinations or approvals by the NYPSC that are sufficient to permit the Interest to be transferred to Buyer (including, if the determinations and approvals identified in clauses (a), (b) and (c) above cannot be obtained, an approval of the NYPSC to transfer the Interest from Seller directly to Buyer), in each case, in form and substance (including any terms and conditions thereof) reasonably satisfactory to Seller (or Parent, if applicable). The NYPSC Approval shall be in the form of one or more final orders. As used in this Agreement, “final order” means an action by the NYPSC as to which: (a) no request for stay of the action is pending, no stay is in effect, and all relevant time periods for requesting such a stay have passed; (b) no petition for rehearing or reconsideration, or application for review, is pending before the NYPSC and the time for filing such a petition or application has passed; (c) the NYPSC does not have an action under reconsideration on its own motion, and the time in which to move for reconsideration is passed; and (d) no appeal to any court, or request for stay to a court, of the NYPSC’s action is pending or in effect, and the time for filing any such appeal or request has passed.

NYPSC Approval. Seller shall have received the NYPSC Approval and the Final NYPSC Approval Date shall have occurred.

NYPSC Approval. It is specifically agreed and acknowledged by the Parties that the Closing is subject to Seller and ▇▇▇▇▇ receiving the NYPSC Approval and the Final NYPSC Approval Date occurring. Seller and Buyer shall use commercially reasonable efforts to prepare for, and file with, the NYPSC a duly completed joint petition (the “Joint Petition”) as soon as reasonably possible following the date hereof. From the date of this Agreement until the date of the Closing (the “NYPSC Approval Period”), Seller and Buyer shall use commercially reasonable and diligent efforts to pursue, in good faith, obtaining the NYPSC Approval and shall reasonably cooperate and consult with each other in connection therewith, and shall promptly furnish to the NYPSC such materials as are lawfully required by the NYPSC in connection with the Joint Petition. Throughout the NYPSC Approval Period, Seller and Buyer shall keep each other apprised of the status of the Joint Petition and shall furnish to the other Party hereof, promptly upon receiving or giving, as applicable, the same copies of all notices and other materials furnished to such Party by the NYPSC or from such Party to the NYPSC with respect to the Joint Petition or the subject matter hereof.

NYPSC Approval. This Franchise is subject to the approval ofthe NY PSC. Franchisee shall file an application for such approval with the NY PSC within sixty (60) days after the date hereof. Franchisee shall also file any necessary notices with the FCC.