Common use of Regulatory and Other Permits Clause in Contracts

Regulatory and Other Permits. Prior to each of the Initial Closing and the Subsequent Closing, Seller shall or shall cause its Affiliates, as applicable, to, as promptly as practicable, 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 of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Prior to each of the Initial Closing and the Subsequent Closing, Seller shall promptly provide Purchaser with a copy of any material filing, 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, or Actions of Governmental Authorities and other Persons with 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 to cause its officers, directors, or other Affiliates not to take any action which could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby 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. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall or and shall cause its Affiliates, as applicable, Affiliates to, as promptly as practicable, make all filings with all Governmental Authorities and other Persons required by Seller Purchaser or its Affiliates to consummate the transactions contemplated hereby at the with respect to such Initial Closing or the Subsequent Closing, as applicable, 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 of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Purchaser Approvals and Seller the Purchaser Consents. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall promptly provide Purchaser Seller with a copy of any material filing, 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, or Actions of Governmental Authorities and other Persons with respect to such Initial Closing or Subsequent Closing, as applicable. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall provide Seller with a status report to Purchaser Seller upon the reasonable request of PurchaserSeller. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall in good faith use its commercially reasonable efforts to cause its officers, directors, or other Affiliates not to take any action which could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby with respect to such Initial Closing or Subsequent Closing, as applicable. Without limiting the generality of the foregoing, on or prior to Purchaser shall not later than ten (10) Business Days after the Effective Date, Seller filed file or caused 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 Purchaser shall cooperate with Purchaser 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). Seller 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, shall be borne equally by Purchaser and Seller, Seller and fees associated with any Competition Act Approval (as defined in the Asset Purchase AgreementAgreements) were shall be borne as set forth in the Asset Purchase AgreementAgreements.

Regulatory and Other Permits. Prior to each of the Initial Closing and the Subsequent Closing, Seller shall or shall cause its Affiliates, as applicable, to, as promptly as practicable, 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 applicableNYLD shall, and shall cause the other NYLD Entities to, cooperate with NRG Energy and shall cause its Affiliates 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, state or local laws prior to use commercially reasonable efforts to obtain as promptly as practicable the Closing Date; and (b) in connection with 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 Consents. Prior Consents and NRG Energy’s obtaining Consent from FERC pursuant to each Section 203 of the Initial Closing and FPA in order to consummate the Subsequent ClosingTransaction, Seller shall promptly provide Purchaser with a copy 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 filingdevelopments in connection therewith upon NYLD’s reasonable request in writing. In furtherance of the foregoing, order NRG Energy will notify NYLD promptly upon the receipt by NRG Energy or other document proposed its Affiliates of (i) any comments or questions from any officials of any Governmental Authority in connection with any filings made pursuant to be delivered this Section G.1 or the Transaction and (ii) any request by any officials of any Governmental Authority for amendments or supplements to or received from any filings made pursuant to any Laws of any Governmental Authority or other Person answers to any questions, or the production of any documents, relating to the obtaining of any such Permits, consents, approvals, or Actions of Governmental Authorities and other Persons with respect to such Initial Closing or Subsequent Closing, as applicable. Prior to each an investigation of the Initial Closing and the Subsequent Closing, Seller shall provide a status report to Purchaser upon the reasonable request of PurchaserTransaction by any Governmental Authority. Prior to each of the Initial Closing and the Subsequent Closing, Seller shall use its commercially reasonable efforts to cause its officers, directors, or other Affiliates not to take Whenever any action which could reasonably be expected to materially and adversely affect the likelihood of any approval or consent event occurs that is required to consummate 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 transactions contemplated hereby with respect to applicable Governmental Authority such Initial Closing amendment or Subsequent Closing, as applicablesupplement. Without limiting the generality of the foregoing, on NRG Energy shall provide NYLD (or prior its advisors), upon request, copies of all correspondence between NRG Energy and any Governmental Authority relating to the Effective DateTransaction. NRG Energy may, Seller filed or caused its ultimate parent entity (within 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 meaning information contained therein shall be given only to outside counsel of the HSR Act) recipient and shall not be disclosed by such outside counsel to file any and all materials required to be filed by it under employees, officers, or directors of the HSR Act and any other anti-trust regulatory filings with respect recipient without the advance written consent of NRG Energy. In addition, to the transactions contemplated hereby and will promptly file any supplemental materials required or requestedextent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Authority regarding the Transaction shall comply in all material respects with any include representatives of each of NRG Energy, Purchaser and upon NYLD’s request, NYLD. Subject to applicable requirements of the HSR Act Law, NRG Energy and any Laws applicable to any other anti-trust regulatory filings. Seller Purchaser shall consult and 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 NYLD 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 wereanalyses, with respect to the initial filingappearances, borne equally by Purchaser and Sellerpresentations, memoranda, briefs, arguments, and fees associated with proposals made or submitted to any Competition Act Approval (as defined in Governmental Authority regarding the Asset Purchase Agreement) were borne as set forth in the Asset Purchase AgreementTransaction by or on behalf of NRG Energy, NYLD or Purchaser. CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 HAS BEEN REQUESTED FOR THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS.

Regulatory and Other Permits. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall or and shall cause its Affiliates, as applicable, Affiliates to, as promptly as practicable, make all filings with all Governmental Authorities and other Persons required by Seller Purchaser or its Affiliates to consummate the transactions contemplated hereby at with respect to the Initial Closing or the 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 of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Purchaser Approvals and Seller the Purchaser Consents. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall promptly provide Purchaser Seller with a copy of any material filing, 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, or Actions of Governmental Authorities and other Persons with respect to such Initial Closing or Subsequent the Closing, as applicable. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall provide Seller with a status report to Purchaser Seller upon the reasonable request of PurchaserSeller. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall in good faith use its commercially reasonable efforts to cause its officers, directors, or other Affiliates not to take any action which could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby with respect to such Initial Closing or Subsequent the 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 Purchaser shall cooperate with Purchaser 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). Seller 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, were borne equally by Purchaser and Seller, 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. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall or and shall cause its Affiliates, as applicable, Affiliates to, as promptly as practicable, make all filings with all Governmental Authorities and other Persons required by Seller Purchaser or its Affiliates to consummate the transactions contemplated hereby at the with respect to such Initial Closing or the Subsequent Closing, as applicable, 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 of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Purchaser Approvals and Seller the Purchaser Consents. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall promptly provide Purchaser Seller with a copy of any material filing, 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, or Actions of Governmental Authorities and other Persons with respect to such Initial Closing or Subsequent Closing, as applicable. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall provide Seller with a status report to Purchaser Seller upon the reasonable request of PurchaserSeller. Prior to each of the Initial Closing and the Subsequent Closing, Seller Purchaser shall in good faith use its commercially reasonable efforts to cause its officers, directors, or other Affiliates not to take any action which could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby 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 Purchaser shall cooperate with Purchaser 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). Seller 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, 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. Prior to each of the Initial Closing and the Subsequent Closing, Seller shall or shall cause its Affiliates, as applicable, to, as promptly as practicable, 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 of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Prior to each of the Initial Closing and the Subsequent Closing, Seller shall promptly provide Purchaser with a copy of any material filing, 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, or Actions of Governmental Authorities and other Persons with 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 to cause its officers, directors, or other Affiliates not to take any action which could reasonably be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions contemplated hereby with respect to such Initial Closing or Subsequent Closing, as applicable. Without limiting the generality of the foregoing, on or prior to Seller shall not later than ten (10) Business Days after the Effective Date, Seller filed file or caused 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 were, with respect to the initial filing, shall be borne equally by Purchaser and Seller, Seller and fees associated with any Competition Act Approval (as defined in the Asset Purchase AgreementAgreements) were shall be borne as set forth in the Asset Purchase AgreementAgreements.