Common use of Regulatory and Other Permits Clause in Contracts

Regulatory and Other Permits. Following the Execution Date, Seller shall, or shall cause the Acquired Companies to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any filing, Order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals or actions of Governmental Authorities and other Persons for any Project. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable efforts not to cause its Representatives, or the Acquired Companies or other Affiliates of Seller or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

Regulatory and Other Permits. Following Prior to the Execution DateClosing, Seller shall, or Purchaser shall and shall cause the Acquired Companies its Affiliates to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller Purchaser or its Affiliates to consummate the transactions contemplated hereby with respect to the Closing and shall and shall cause its Affiliates to use commercially reasonable efforts to in good faith obtain as promptly as practicable all Permits and all consents, approvals or actions Actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Purchaser Approvals and Seller the Purchaser Consents. Without limiting the generality of the foregoing, prior Prior to the first sale of test power from each ProjectClosing, the applicable Project Company shall have obtained EWG status. Seller Purchaser shall promptly provide Purchaser Seller with a copy of any material filing, Order order or other document proposed to be delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions Actions of Governmental Authorities and other Persons for any Projectwith respect to the Closing. Seller Prior to the Closing, Purchaser shall provide Seller with a status report to Purchaser Seller upon the reasonable request of PurchaserSeller. Seller Prior to the Closing, Purchaser shall in good faith use commercially reasonable efforts not to cause its Representativesofficers, or the Acquired Companies directors, or other Affiliates of Seller or any of their respective Representatives, not to take any action which would could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated herebyhereby with respect to the Closing. Without limiting the generality of the foregoing, on or prior to the Effective Date, Seller filed or caused its ultimate parent entity (within the meaning of the HSR Act) to file any and all materials required to be filed by it under the HSR Act and any other anti-trust regulatory filings with respect to the transactions contemplated hereby and will promptly file any supplemental materials required or requested, and shall comply in all material respects with any applicable requirements of the HSR Act and any Laws applicable to any other anti-trust regulatory filings. Purchaser shall cooperate with Seller in submitting such filings, including providing, as promptly as practicable upon written request, any specific information concerning itself or its Affiliates required in connection with such filing(s). Purchaser shall bear its own costs and legal fees contemplated by this Section 5.016.01; provided that the filing fee associated with any required filing under the HSR Act were, with respect to the initial filing, borne equally by Purchaser and Seller, and fees associated with any Competition Act Approval (as defined in the Asset Purchase Agreement) were borne as set forth in the Asset Purchase Agreement.

Regulatory and Other Permits. Following the Execution Date, Seller shall, shall or shall cause Holdco and the Acquired Companies Project Company to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any filing, Order order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions of Governmental Authorities and other Persons for any ProjectPersons. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable efforts not to cause its Representatives, or Holdco, the Acquired Companies Project Company or other Affiliates of Seller or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

Regulatory and Other Permits. Following Prior to each Initial Closing and the Execution DateSubsequent Closing, Seller shall, or Purchaser shall and shall cause the Acquired Companies its Affiliates to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller Purchaser or its Affiliates to consummate the transactions contemplated hereby with respect to such Initial Closing or Subsequent Closing, as applicable and shall and shall cause its Affiliates to use commercially reasonable efforts to in good faith obtain as promptly as practicable all Permits and all consents, approvals or actions Actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Purchaser Approvals and Seller the Purchaser Consents. Without limiting the generality Prior to each of the foregoingInitial Closing and the Subsequent Closing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller Purchaser shall promptly provide Purchaser Seller with a copy of any material filing, Order order or other document proposed to be delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions Actions of Governmental Authorities and other Persons for any Projectwith respect to such Initial Closing or Subsequent Closing, as applicable. Seller Prior to each of the Initial Closing and the Subsequent Closing, Purchaser shall provide Seller with a status report to Purchaser Seller upon the reasonable request of PurchaserSeller. Seller Prior to each of the Initial Closing and the Subsequent Closing, Purchaser shall in good faith use commercially reasonable efforts not to cause its Representativesofficers, or the Acquired Companies directors, or other Affiliates of Seller or any of their respective Representatives, not to take any action which would could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated herebyhereby with respect to such Initial Closing or Subsequent Closing, as applicable. Without limiting the generality of the foregoing, Purchaser shall not later than ten (10) Business Days after the Effective Date, file or cause its ultimate parent entity (within the meaning of the HSR Act) to file any and all materials required to be filed by it under the HSR Act and any other anti-trust regulatory filings with respect to the transactions contemplated hereby and will promptly file any supplemental materials required or requested, and shall comply in all material respects with any applicable requirements of the HSR Act and any Laws applicable to any other anti-trust regulatory filings. Purchaser shall cooperate with Seller in submitting such filings, including providing, as promptly as practicable upon written request, any specific information concerning itself or its Affiliates required in connection with such filing(s). Purchaser shall bear its own costs and legal fees contemplated by this Section 5.016.01; provided that the filing fee associated with any required filing under the HSR Act shall be borne equally by Purchaser and Seller and fees associated with any Competition Act Approval (as defined in the Asset Purchase Agreements) shall be borne as set forth in the Asset Purchase Agreements.

Regulatory and Other Permits. Following the Execution Date, Seller shall, shall or shall cause the Acquired Companies Laredo HoldCo, Tapestry HoldCo and each Subsidiary to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any filing, Order order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions of Governmental Authorities and other Persons for any ProjectPersons. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable efforts not to cause its Representatives, or Laredo HoldCo, Tapestry HoldCo, the Acquired Companies Subsidiaries or other Affiliates of Seller or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

Regulatory and Other Permits. Following Subject to the Execution Dateterms and conditions of this Agreement, Seller shall, or shall cause the Acquired Companies to, as promptly as practicable, use commercially reasonable efforts to make take, or cause to be taken, all filings with actions, and to do, or cause to be done, all Governmental Authorities things necessary, proper or advisable under this Agreement and other Persons required by Seller or its Affiliates applicable Laws to consummate and make effective the transactions contemplated hereby by this Agreement as soon as practicable. Without limiting the foregoing, Seller shall, and shall cause its Affiliates including, as applicable, each Holdco and each Project Company to, cooperate with Purchaser to prepare, as soon as is practical following the date of this Agreement, all necessary filings in connection with the transactions contemplated by this Agreement that may be required under the HSR Act or any other federal, state or local laws prior to the Closing Date (except pursuant to section 203 of the FPA, which is subject to Section 6.01(c) below) and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including Seller Approvals, Seller Consents and the Assigned Contracts Assignments. Seller Approvals shall, and Seller Consents. Without limiting the generality of the foregoingshall cause its Affiliates including, prior to the first sale of test power from as applicable, each Project, the applicable Holdco and each Project Company shall have obtained EWG statusto, submit the required filings as soon as practicable, but, with respect to filings under the HSR Act, in no event later than twenty (20) Business Days after the date of this Agreement. Seller shall, and shall promptly provide Purchaser with a copy of any filingcause its Affiliates to, Order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining request expedited treatment of any such Permitsfilings, consentspromptly make any appropriate or necessary subsequent or supplemental filings, approvals or actions cooperate with Purchaser in the preparation of Governmental Authorities such filings in such manner as is reasonably necessary and other Persons for appropriate, and comply as promptly as reasonably practicable with any Project. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable efforts not to cause its Representatives, or the Acquired Companies or other Affiliates of requests received by Seller or any of their respective Representativesits Affiliates under any Laws for additional information, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval documents or consent required to consummate the transactions contemplated herebyother materials. Seller shall bear its own costs consult with Purchaser and legal fees contemplated by this Section 5.01shall agree in good faith with Purchaser upon the timing of such filings.

Regulatory and Other Permits. Following Prior to each Initial Closing and the Execution DateSubsequent Closing, Seller shall, or Purchaser shall and shall cause the Acquired Companies its Affiliates to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller Purchaser or its Affiliates to consummate the transactions contemplated hereby with respect to such Initial Closing or Subsequent Closing, as applicable and shall and shall cause its Affiliates to use commercially reasonable efforts to in good faith obtain as promptly as practicable all Permits and all consents, approvals or actions Actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Purchaser Approvals and Seller the Purchaser Consents. Without limiting the generality Prior to each of the foregoingInitial Closing and the Subsequent Closing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller Purchaser shall promptly provide Purchaser Seller with a copy of any material filing, Order order or other document proposed to be delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions Actions of Governmental Authorities and other Persons for any Projectwith respect to such Initial Closing or Subsequent Closing, as applicable. Seller Prior to each of the Initial Closing and the Subsequent Closing, Purchaser shall provide Seller with a status report to Purchaser Seller upon the reasonable request of PurchaserSeller. Seller Prior to each of the Initial Closing and the Subsequent Closing, Purchaser shall in good faith use commercially reasonable efforts not to cause its Representativesofficers, or the Acquired Companies directors, or other Affiliates of Seller or any of their respective Representatives, not to take any action which would could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated herebyhereby with respect to such Initial Closing or Subsequent Closing, as applicable. Without limiting the generality of the foregoing, on or prior to the Effective Date, Seller filed or caused its ultimate parent entity (within the meaning of the HSR Act) to file any and all materials required to be filed by it under the HSR Act and any other anti-trust regulatory filings with respect to the transactions contemplated hereby and will promptly file any supplemental materials required or requested, and shall comply in all material respects with any applicable requirements of the HSR Act and any Laws applicable to any other anti-trust regulatory filings. Purchaser shall cooperate with Seller in submitting such filings, including providing, as promptly as practicable upon written request, any specific information concerning itself or its Affiliates required in connection with such filing(s). Purchaser shall bear its own costs and legal fees contemplated by this Section 5.016.01; provided that the filing fee associated with any required filing under the HSR Act were, with respect to the initial filing, borne equally by Purchaser and Seller and fees associated with any Competition Act Approval (as defined in the Asset Purchase Agreement) were borne as set forth in the Asset Purchase Agreement.

Regulatory and Other Permits. Following the Execution Date, Seller shall, shall or shall cause the Acquired Companies HoldCo and each Subsidiary to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any filing, Order order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions of Governmental Authorities and other Persons for any ProjectPersons. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable efforts not to cause its Representatives, or HoldCo, the Acquired Companies Subsidiaries or other Affiliates of Seller or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

Regulatory and Other Permits. Following Prior to the Execution DateClosing, Seller shall, shall or shall cause the Acquired Companies its Affiliates, as applicable, to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby at the Closing, and shall and shall cause its Affiliates to use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions Actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior Prior to the first sale of test power from each ProjectClosing, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any material filing, Order order or other document proposed to be delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions Actions of Governmental Authorities and other Persons for any Projectwith respect to the Closing. Prior to the Closing, Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Prior to the Closing, Seller shall use its commercially reasonable efforts not to cause its Representativesofficers, or the Acquired Companies directors, or other Affiliates of Seller or any of their respective Representatives, not to take any action which would could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated herebyhereby with respect to the Closing. Without limiting the generality of the foregoing, on or prior to the Effective Date, Seller filed or caused its ultimate parent entity (within the meaning of the HSR Act) to file any and all materials required to be filed by it under the HSR Act and any other anti-trust regulatory filings with respect to the transactions contemplated hereby and will promptly file any supplemental materials required or requested, and shall comply in all material respects with any applicable requirements of the HSR Act and any Laws applicable to any other anti-trust regulatory filings. Seller shall cooperate with Purchaser in submitting such filings, including providing, as promptly as practicable upon written request, any specific information concerning itself or its Affiliates required in connection with such filing(s). Seller shall bear its own costs and legal fees contemplated by this Section 5.01; provided that the filing fee associated with any required filing under the HSR Act were, with respect to the initial filing, borne equally by Purchaser and Seller, and fees associated with any Competition Act Approval (as defined in the Asset Purchase Agreement) were borne as set forth in the Asset Purchase Agreement.

Regulatory and Other Permits. Following the Execution Date, Seller shall, or shall cause the Acquired Companies to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any filing, Order order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions of Governmental Authorities and other Persons for any ProjectPersons. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller Purchaser shall use commercially reasonable efforts not to cause its Representatives, or the Acquired Companies Company, the Repowering Entities or other Affiliates of Seller Purchaser or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

Regulatory and Other Permits. Following the Execution Date, (a) Seller shall, shall or shall cause the Acquired Companies Holdco and each Subsidiary to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any filing, Order order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions of Governmental Authorities and other Persons for any ProjectPersons. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable efforts not to cause its Representatives, or Holdco, the Acquired Companies Subsidiaries or other Affiliates of Seller or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

Regulatory and Other Permits. Following Prior to the Execution DateClosing, Seller shall, or Purchaser shall and shall cause the Acquired Companies its Affiliates to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities Authorities, except with respect to the Competition Act Approval (which shall be governed by ARTICLE 14 below), and other Persons required by Seller Purchaser or its Affiliates to consummate the transactions contemplated hereby and shall and shall cause its Affiliates to use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, consents or approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals Purchaser Approvals, the Purchaser Consents and Seller Consentsthe Investment Canada Act Clearance. Without limiting the generality of the foregoing, prior Prior to the first sale of test power from each ProjectClosing, the applicable Project Company shall have obtained EWG status. Seller Purchaser shall promptly provide Purchaser Seller Parent with a copy of any material filing, Order order or other document proposed to be delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, consents or approvals or actions of Governmental Authorities and other Persons for any ProjectPersons. Seller Prior to the Closing, Purchaser shall provide Seller Parent with a status report to Purchaser Seller Parent upon the reasonable request of PurchaserSeller Parent. Seller Prior to the Closing, Purchaser shall use its commercially reasonable efforts not to cause its Representativesofficers, or the Acquired Companies directors, or other Affiliates of Seller or any of their respective Representatives, not to take any action which would could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

Regulatory and Other Permits. Following the Execution Date, Seller shall, or shall cause the Acquired Companies Company and the Mesquite Sky Entities to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, (A) prior to the first sale of test power from each the Project, the applicable Project Company shall have obtained EWG statusstatus and (B) Project Company shall register as a Power Generation Company and certify as a REC generator pursuant to the requirements of PURA. Seller shall promptly provide Purchaser with a copy of any filing, Order order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions of Governmental Authorities and other Persons for any ProjectPersons. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable efforts not to cause its Representatives, or the Acquired Companies Company, the Mesquite Sky Entities or other Affiliates of Seller or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

Regulatory and Other Permits. Following Prior to each of the Execution DateInitial Closing and the Subsequent Closing, Seller shall, shall or shall cause the Acquired Companies its Affiliates, as applicable, to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby at the Initial Closing or the Subsequent Closing, as applicable, and shall and shall cause its Affiliates to use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions Actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality Prior to each of the foregoingInitial Closing and the Subsequent Closing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any material filing, Order order or other document proposed to be delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions Actions of Governmental Authorities and other Persons for any Projectwith respect to such Initial Closing or Subsequent Closing, as applicable. Prior to each of the Initial Closing and the Subsequent Closing, Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Prior to each of the Initial Closing and the Subsequent Closing, Seller shall use its commercially reasonable efforts not to cause its Representativesofficers, or the Acquired Companies directors, or other Affiliates of Seller or any of their respective Representatives, not to take any action which would could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated herebyhereby with respect to such Initial Closing or Subsequent Closing, as applicable. Without limiting the generality of the foregoing, on or prior to the Effective Date, Seller filed or caused its ultimate parent entity (within the meaning of the HSR Act) to file any and all materials required to be filed by it under the HSR Act and any other anti-trust regulatory filings with respect to the transactions contemplated hereby and will promptly file any supplemental materials required or requested, and shall comply in all material respects with any applicable requirements of the HSR Act and any Laws applicable to any other anti-trust regulatory filings. Seller shall cooperate with Purchaser in submitting such filings, including providing, as promptly as practicable upon written request, any specific information concerning itself or its Affiliates required in connection with such filing(s). Seller shall bear its own costs and legal fees contemplated by this Section 5.01; provided that the filing fee associated with any required filing under the HSR Act were, with respect to the initial filing, borne equally by Purchaser and Seller, and fees associated with any Competition Act Approval (as defined in the Asset Purchase Agreement) were borne as set forth in the Asset Purchase Agreement.

Regulatory and Other Permits. Following Prior to each of the Execution DateInitial Closing and the Subsequent Closing, Seller shall, shall or shall cause the Acquired Companies its Affiliates, as applicable, to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby at the Initial Closing or the Subsequent Closing, as applicable, and shall and shall cause its Affiliates to use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions Actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality Prior to each of the foregoingInitial Closing and the Subsequent Closing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any material filing, Order order or other document proposed to be delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions Actions of Governmental Authorities and other Persons for any Projectwith respect to such Initial Closing or Subsequent Closing, as applicable. Prior to each of the Initial Closing and the Subsequent Closing, Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Prior to each of the Initial Closing and the Subsequent Closing, Seller shall use its commercially reasonable efforts not to cause its Representativesofficers, or the Acquired Companies directors, or other Affiliates of Seller or any of their respective Representatives, not to take any action which would could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated herebyhereby with respect to such Initial Closing or Subsequent Closing, as applicable. Without limiting the generality of the foregoing, Seller shall not later than ten (10) Business Days after the Effective Date, file or cause its ultimate parent entity (within the meaning of the HSR Act) to file any and all materials required to be filed by it under the HSR Act and any other anti-trust regulatory filings with respect to the transactions contemplated hereby and will promptly file any supplemental materials required or requested, and shall comply in all material respects with any applicable requirements of the HSR Act and any Laws applicable to any other anti-trust regulatory filings. Seller shall cooperate with Purchaser in submitting such filings, including providing, as promptly as practicable upon written request, any specific information concerning itself or its Affiliates required in connection with such filing(s). Seller shall bear its own costs and legal fees contemplated by this Section 5.01; provided that the filing fee associated with any required filing under the HSR Act shall be borne equally by Purchaser and Seller and fees associated with any Competition Act Approval (as defined in the Asset Purchase Agreements) shall be borne as set forth in the Asset Purchase Agreements.

Regulatory and Other Permits. Following the Execution Date, Seller shall, or shall cause the Acquired Companies to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior to the first sale of test power from each the Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any filing, Order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals or actions of Governmental Authorities and other Persons for any the Project. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable efforts not to cause its Representatives, or the Acquired Companies or other Affiliates of Seller or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

Regulatory and Other Permits. Following the Execution Date, Seller shall, shall or shall cause the Acquired Companies Laredo HoldCo, Tapestry HoldCo and each Subsidiary to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior to the first sale of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any filing, Order order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions of Governmental Authorities and other Persons for any ProjectPersons. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable efforts not to cause its Representatives, or Laredo HoldCo, Tapestry HoldCo, the Acquired Companies Subsidiaries or other Affiliates of Seller or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.. 5.02

Regulatory and Other Permits. Following the Execution Date, Seller shall, or shall cause the Acquired Companies Company and the Black Rock Entities to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior to the first sale of test power from each the Project, the applicable Project Company shall have obtained MBR Authorization and EWG status. Seller shall promptly provide Purchaser with a copy of any filing, Order order or other document delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions of Governmental Authorities and other Persons for any ProjectPersons. Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable efforts not to cause its Representatives, or the Acquired Companies Company, the Black Rock Entities or other Affiliates of Seller or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

Regulatory and Other Permits. Following Prior to the Execution DateClosing, Seller shall, or Purchaser shall and shall cause the Acquired Companies its Affiliates to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller Purchaser or its Affiliates to consummate the transactions contemplated hereby with respect to the Closing and shall and shall cause its Affiliates to use commercially reasonable efforts to in good faith obtain as promptly as practicable all Permits and all consents, approvals or actions Actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Purchaser Approvals and Seller the Purchaser Consents. Without limiting the generality of the foregoing, prior Prior to the first sale of test power from each ProjectClosing, the applicable Project Company shall have obtained EWG status. Seller Purchaser shall promptly provide Purchaser Seller with a copy of any material filing, Order order or other document proposed to be delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions Actions of Governmental Authorities and other Persons for any Projectwith respect to the Closing. Seller Prior to the Closing, Purchaser shall provide Seller with a status report to Purchaser Seller upon the reasonable request of PurchaserSeller. Seller Prior to the Closing, Purchaser shall in good faith use commercially reasonable efforts not to cause its Representativesofficers, or the Acquired Companies directors, or other Affiliates of Seller or any of their respective Representatives, not to take any action which would could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated herebyhereby with respect to the Closing. Without limiting the generality of the foregoing, on or prior to the Effective Date, Seller filed or caused its ultimate parent entity (within the meaning of the HSR Act) to file any and all materials required to be filed by it under the HSR Act and any other anti-trust regulatory filings with respect to the transactions contemplated hereby and will promptly file any supplemental materials required or requested, and shall comply in all material respects with any applicable requirements of the HSR Act and any Laws applicable to any other anti-trust regulatory filings. Purchaser shall cooperate with Seller in submitting such filings, including providing, as promptly as practicable upon written request, any specific information concerning itself or its Affiliates required in connection with such filing(s). Purchaser shall bear its own costs and legal fees contemplated by this Section 5.016.01; provided that the filing fee associated with any required filing under the HSR Act were borne equally by Purchaser and Seller and fees associated with any Competition Act Approval (as defined in the Asset Purchase Agreement) were borne as set forth in the Asset Purchase Agreement.

Regulatory and Other Permits. Following Prior to the Execution DateClosing, Seller shall, shall or shall cause the Acquired Companies its Affiliates, as applicable, to, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby at the Closing, and shall and shall cause its Affiliates to use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions Actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing, prior Prior to the first sale of test power from each ProjectClosing, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any material filing, Order order or other document proposed to be delivered to or received from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals approvals, or actions Actions of Governmental Authorities and other Persons for any Projectwith respect to the Closing. Prior to the Closing, Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Prior to the Closing, Seller shall use its commercially reasonable efforts not to cause its Representativesofficers, or the Acquired Companies directors, or other Affiliates of Seller or any of their respective Representatives, not to take any action which would could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated herebyhereby with respect to the Closing. Without limiting the generality of the foregoing, on or prior to the Effective Date, Seller filed or caused its ultimate parent entity (within the meaning of the HSR Act) to file any and all materials required to be filed by it under the HSR Act and any other anti-trust regulatory filings with respect to the transactions contemplated hereby and will promptly file any supplemental materials required or requested, and shall comply in all material respects with any applicable requirements of the HSR Act and any Laws applicable to any other anti-trust regulatory filings. Seller shall cooperate with Purchaser in submitting such filings, including providing, as promptly as practicable upon written request, any specific information concerning itself or its Affiliates required in connection with such filing(s). Seller shall bear its own costs and legal fees contemplated by this Section 5.01; provided that the filing fee associated with any required filing under the HSR Act were borne equally by Purchaser and Seller, and fees associated with any Competition Act Approval (as defined in the Asset Purchase Agreement) were borne as set forth in the Asset Purchase Agreement.

Regulatory and Other Permits. Following the Execution Date, Seller NYLD shall, or and shall cause the Acquired Companies other NYLD Entities to, as promptly as practicablecooperate with NRG Energy and Purchaser (a) in connection with the preparation and submission of all necessary filings in connection with the Transaction that may be required under the HSR Act or any other federal, use commercially reasonable efforts state or local laws prior to make all filings the Closing Date; and (b) in connection with all Governmental Authorities and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as practicable obtaining all Permits and all consents, approvals or actions of Consents to and by all Governmental Authorities and other Persons necessary to consummate the transactions contemplated herebyTransaction, including the Seller Approvals and Seller ConsentsConsents and NRG Energy’s obtaining Consent from FERC pursuant to Section 203 of the FPA in order to consummate the Transaction, including in respect of any required execution of, or consenting to, FPA Section 203-related applications or submissions with FERC, including any inquiries from staff. NRG Energy will (i) keep NYLD and Purchaser reasonably informed on a current basis of the matters in this Section G.1, (ii) give reasonable consideration to the comments and interests of NYLD in connection therewith and (iii) promptly meet with the NYLD Board or their representatives to discuss any material developments in connection therewith upon NYLD’s reasonable request in writing. In furtherance of the foregoing, NRG Energy will notify NYLD promptly upon the receipt by NRG Energy or its Affiliates of (i) any comments or questions from any officials of any Governmental Authority in connection with any filings made pursuant to this Section G.1 or the Transaction and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to any Laws of any Governmental Authority or answers to any questions, or the production of any documents, relating to an investigation of the Transaction by any Governmental Authority. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section G.1, NRG Energy shall promptly inform NYLD of such occurrence and cooperate in filing promptly with the applicable Governmental Authority such amendment or supplement. Without limiting the generality of the foregoing, prior to the first sale NRG Energy shall provide NYLD (or its advisors), upon request, copies of test power from each Project, the applicable Project Company shall have obtained EWG status. Seller shall promptly provide Purchaser with a copy of any filing, Order or other document delivered to or received from all correspondence between NRG Energy and any Governmental Authority or other Person relating to the obtaining Transaction. NRG Energy may, as reasonably advisable and necessary, designate any competitively sensitive materials provided to NYLD under this Section G.1 as “outside counsel only”. Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of NRG Energy. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Authority regarding the Transaction shall include representatives of each of NRG Energy, Purchaser and upon NYLD’s request, NYLD. Subject to applicable Law, NRG Energy and Purchaser shall consult and cooperate with NYLD in connection with any such Permitsanalyses, consentsappearances, approvals presentations, memoranda, briefs, arguments, and proposals made or actions submitted to any Governmental Authority regarding the Transaction by or on behalf of Governmental Authorities and other Persons for any Project. Seller shall provide a status report to Purchaser upon the reasonable request of NRG Energy, NYLD or Purchaser. Seller shall use commercially reasonable efforts not to cause its RepresentativesCONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 HAS BEEN REQUESTED FOR THE OMITTED PORTIONS OF THIS DOCUMENT, or the Acquired Companies or other Affiliates of Seller or any of their respective Representatives, to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01WHICH ARE INDICATED BY ASTERISKS.