Other Approvals and Consents Sample Clauses
Other Approvals and Consents. (a) Vendor and Purchaser shall use their respective commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.03 and Section 5.02 of the Disclosure Schedules.
(b) If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Vendor is a party is not obtained before the Closing, Vendor shall, after the Closing, co-operate with Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Vendor shall use its commercially reasonable efforts to provide Purchaser with the rights and benefits of the affected Contract for the term thereof and, if Vendor provides such rights and benefits, the Purchaser shall assume all obligations and burdens thereunder.
Other Approvals and Consents. All required approvals and authorizations of governmental and regulatory authorities, including those listed on Schedule 3.8 and Schedule 4.3, shall have been obtained. 8.6 No Governmental or Other Proceeding. No order of any court or administrative agency of competent jurisdiction shall be in effect which restrains or prohibits any transaction contemplated hereby or which would limit or otherwise affect in any material respect the Merger.
Other Approvals and Consents. All consents or approvals of any Persons or Authorities who are parties to Material Contracts to which the Companies are also a party or to which any assets of the Companies are subject, the granting of which is necessary for the consummation of any transaction contemplated hereby or for preventing the termination of any material right, privilege, license or agreement of the Companies, shall have been obtained and copies thereof delivered to Buyer.
Other Approvals and Consents. All required approvals and ----------------------------- authorizations of governmental and regulatory authorities shall have been obtained.
Other Approvals and Consents. All governmental filings, authorizations and approvals identified on Schedule 8.6 and all consents identified on Schedule 8.6 that are required for the consummation of the transactions contemplated hereby or to permit Acquisition Sub, after consummation of the transactions contemplated hereby, to carry on the Business in the manner now conducted, and will have been made or obtained.
Other Approvals and Consents. All required approvals and authorizations of governmental and regulatory authorities, including those listed on Schedule 3.8 and Schedule 4.3, shall have been obtained.
Other Approvals and Consents. In addition to those specified in Sections 6.1(d), 6.1(e) and 6.1(f), any Governmental Approvals and Non-Governmental Approvals (including under any Material Contract) necessary to permit the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement shall have been obtained (except where, in the case of any such Non-Governmental Approvals, the failure to obtain any such Non-Governmental Approvals would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect), and all of such Governmental Approvals and Non-Governmental Approvals shall be in form and substance reasonably satisfactory to the Subscribers.
Other Approvals and Consents. On the Delivery Date, all necessary approvals, orders, permits, authorizations and consents of each of the Obligors or holder of any obligations thereof or of any administrative agencies or other governmental authorities having jurisdiction which are required in connection with any of the transactions contemplated by this Agreement and the other documents referred to herein shall have been duly obtained; and copies thereof, in form and substance reasonably satisfactory to the Agent and the Investor Participant and certified as of the Delivery Date by a Responsible Officer of the party receiving same, shall be delivered to the Agent and the Investor Participant.
Other Approvals and Consents. All approvals of applications to public authorities, Federal, state, local or foreign, and all consents or approvals of any nongovernmental persons, the granting of which is necessary for the consummation of the Merger or for preventing the termination of any right, privilege, license or agreement of the Company or any subsidiary of the Company which is material to the Company's business, or any material loss or disadvantage to Parent or the Company's business, by reason of the Merger, shall have been obtained, no such consents or approvals shall have imposed any terms or conditions other than those generally and ordinarily contained in all such consents and approvals or such as are not unduly burdensome to Parent or Merger Sub, and all waiting periods specified by law shall have passed.
Other Approvals and Consents. (a) The Vendors and the Purchaser shall use their respective commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05, Section 4.06 and Section 5.02 of the Disclosure Schedules.
(b) If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which any of the Target Entities are a party is not obtained before the Closing, the Vendors shall, after the Closing, cooperate with the Purchaser and the applicable Target Entity(s) in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable.
(c) The Vendors shall provide to the Purchaser:
(i) promptly upon receipt by the Vendors or a Target Entity, all material communications and correspondence received from the AESO, AEP, or AUC, and any other Governmental Authority in respect of any Project;
(ii) as soon as reasonably possible in advance of any deadline to submit such documents, drafts of any material submissions, filings or responses to be made by a Target Entity or the Vendor to the AESO, AEP, AUC, or any other Governmental Authority with respect to a Project prior to making such material submissions, filings or responses, and shall incorporate therein any reasonable comments from the Purchaser, provided that such comments are received in advance of any deadline to submit the documents; and
(iii) include Representatives of the Purchaser in any meetings, calls, or other two-way communications with the AESO, AEP, AUC, or any other Governmental Authority to the extent such communications will have a material impact on costs, schedule or viability of any Project.