Common use of Regulatory Approvals and Non-Governmental Consents Clause in Contracts

Regulatory Approvals and Non-Governmental Consents. (a) No Governmental Authorization, notice or filing is required to be obtained by Noble from, or to be given by Noble to, or made by Noble with, any Governmental Entity or securities exchange, as a result of execution and delivery of, or performance of any obligations under, (i) this Agreement or (ii) the Amendment to Tax Sharing Agreement, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby. (b) No notice, consent, approval, waiver or authorization is required to be obtained by Noble from, or to be given by Noble to, or made by Noble with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble of this Agreement and the Amendment to Tax Sharing Agreement, except for such notices, consents, approvals, waivers or authorizations that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Regulatory Approvals and Non-Governmental Consents. (a) No Except as set forth in Schedule 3.4(a) (the “Seller Regulatory Approvals”), no Governmental Authorization, notice Authorization or filing is required to be obtained by Noble a Seller from, or to be given by Noble a Seller to, or made by Noble a Seller with, any Governmental Entity (including pursuant to any Environmental Law) or securities exchange, as a result of execution and the execution, delivery of, or performance by the Sellers of any obligations under, (i) this Agreement or (ii) and the Amendment to Tax Sharing AgreementAncillary Agreements, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to (x) result in a Material Adverse Effect or (y) materially adversely affect Nobleimpair a Seller’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby. (b) No noticeExcept as set forth in Schedule 3.4(b) (the “Seller Non-Governmental Consents”), no consent, approval, waiver or authorization is required to be obtained by Noble a Seller from, or to be given by Noble a Seller to, or made by Noble a Seller with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble the Sellers of this Agreement and the Amendment to Tax Sharing AgreementAncillary Agreements, except for such notices, consents, approvals, waivers or authorizations that if failed of which the failure to be obtained, given or made obtain would not, individually or in the aggregate, reasonably be expected to (x) result in a Material Adverse Effect or (y) materially adversely affect Nobleimpair a Seller’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby. (c) As of the date hereof, the Purchased Companies and their “affiliates” (as defined in the Competition Act) do not have assets in Canada that exceed 325 million Canadian dollars in aggregate value, or gross revenues from sales in, from or into Canada, that exceed 325 million Canadian dollars in aggregate value, all as determined in accordance with Part IX of the Competition Act and the “Notifiable Transactions Regulations” thereunder.

Regulatory Approvals and Non-Governmental Consents. (a) No Governmental Authorization, notice or filing is required to be obtained by Noble Paragon or any of its Affiliates from, or to be given by Noble Paragon or any of its Affiliates to, or made by Noble Paragon with, any Governmental Entity or securities exchange, as a result of execution and delivery of, or performance of any obligations under, under (i) this Agreement or (ii) the Amendment to Tax Sharing Agreement, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby. (b) No notice, consent, approval, waiver or authorization is required to be obtained by Noble Paragon or any of its Affiliates from, or to be given by Noble Paragon or any of its Affiliates to, or made by Noble Paragon or any of its Affiliates with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble Paragon of this Agreement and the Amendment to Tax Sharing Agreement, except for such notices, consents, approvals, waivers or authorizations that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Regulatory Approvals and Non-Governmental Consents. (a) No Except as set forth in Schedule 3.4(a) (the “Seller Regulatory Approvals”) and assuming the accuracy of the representations and warranties made in Section 4.4(a), no Governmental Authorization, notice Authorization or filing is required to be obtained by Noble the Seller or any of the Purchased Companies from, or to be given by Noble the Seller or any of the Purchased Companies to, or made by Noble the Seller or any of the Purchased Companies with, any Governmental Entity or securities exchange, as a result of the execution and or delivery by the Seller or the Company of, or performance by the Seller or the Company of any their obligations under, (i) this Agreement or (ii) the Amendment to Tax Sharing AgreementAncillary Agreements, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization Authorizations or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Nobleimpair the Seller’s or the Company’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby. (b) No noticeExcept as set forth in Schedule 3.4(b) (the “Non-Governmental Consents”), no consent, approval, waiver waiver, notice or authorization is required to be obtained by Noble the Seller or any of the Purchased Companies from, or to be given by Noble the Seller or any of the Purchased Companies to, or made by Noble the Seller or any of the Purchased Companies with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble the Seller or the Company of this Agreement and the Amendment to Tax Sharing AgreementAncillary Agreements, except for such notices, consents, approvals, waivers or authorizations that if failed of which the failure to be obtained, given or made obtain would not, individually or in the aggregate, reasonably be expected to materially adversely affect Nobleimpair the Seller’s or the Company’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Regulatory Approvals and Non-Governmental Consents. (a) No Except as set forth in Schedule 4.4(a) (the “Buyer Regulatory Approvals” and, together with the Seller Regulatory Approvals, the “Regulatory Approvals”), no Governmental Authorization, notice Authorization or filing is required to be obtained by Noble Buyer from, or to be given by Noble Buyer to, or made by Noble Buyer with, any Governmental Entity or securities exchange, as a result of execution and the execution, delivery of, or performance by Buyer of any obligations under, (i) this Agreement or (ii) and the Amendment to Tax Sharing AgreementAncillary Agreements, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Nobleimpair the Buyer’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby. (b) No noticeExcept as set forth in Schedule 4.4(b) (the “Buyer Non-Governmental Consents” and, together with the Seller Non-Governmental Consents, the “Non-Governmental Consents”), no consent, approval, waiver or authorization is required to be obtained by Noble Buyer from, or to be given by Noble Buyer to, or made by Noble Buyer with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble Buyer of this Agreement and the Amendment to Tax Sharing AgreementAncillary Agreements, except for such notices, consents, approvals, waivers or authorizations that if failed of which the failure to be obtained, given or made obtain would not, individually or in the aggregate, reasonably be expected to materially adversely affect Nobleimpair Buyer’s the ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby. (c) Buyer and its “affiliates” (as defined in the Competition Act (Canada)) do not have assets in Canada that exceed 75 million Canadian dollars in aggregate value, or gross revenues from sales in, from or into Canada, that exceed 75 million Canadian dollars in aggregate value, all as determined in accordance with Part IX of the Competition Act (Canada) and the “Notifiable Transactions Regulations” thereunder.

Regulatory Approvals and Non-Governmental Consents. (a) No Except as set forth on Schedule 3.4(a) (the “Company Regulatory Approvals”), no Governmental Authorization, notice Authorization or filing or notification is required to be obtained by Noble the Company from, or to be given by Noble the Company to, or made by Noble the Company with, any Governmental Entity or securities exchange, as a result of execution and the execution, delivery of, or performance by the Company of any obligations under, (i) this Agreement or (ii) the Amendment to Tax Sharing AgreementAncillary Agreements, or the consummation by the Company of the transactions contemplated hereby or thereby, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings or notifications that if failed to be obtained, given or made would not, individually or in the aggregate, not reasonably be expected to materially adversely affect Noble’s impair in any material respect the ability of the Company to execute, deliver or perform its obligations under this Agreement or the Amendment Ancillary Agreements to Tax Sharing Agreement, which it is a party or to timely consummate prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereby by this Agreement or therebythe Ancillary Agreements. (b) No Except as set forth on Schedule 3.4(b) (the “Company Non-Governmental Consents”), no consent, notice, consent, approval, waiver or authorization is required to be obtained by Noble the Company from, or to be given by Noble the Company to, or made by Noble the Company with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble the Company of this Agreement and or the Amendment to Tax Sharing AgreementAncillary Agreements, or the consummation by the Company of the transactions contemplated hereby or thereby, except for such consents, notices, consents, approvals, waivers or authorizations that if failed of which the failure to obtain, or be obtained, given or made made, would not, individually or in the aggregate, not reasonably be expected to materially adversely affect Noble’s impair in any material respect the ability of the Company to execute, deliver or perform its obligations under this Agreement or the Amendment Ancillary Agreements to Tax Sharing Agreement, which it is a party or to timely consummate prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereby by this Agreement or therebythe Ancillary Agreements.

Regulatory Approvals and Non-Governmental Consents. (a) No Except for compliance with applicable Competition/Investment Laws (the “Buyer Regulatory Approvals” and, together with the Seller Regulatory Approvals, the “Regulatory Approvals”), no Governmental Authorization, notice Authorization or filing is required to be obtained by Noble the Buyer from, or to be given by Noble the Buyer to, or made by Noble the Buyer with, any Governmental Entity or securities exchange, as a result of execution and the execution, delivery of, or performance by the Buyer of any its obligations under, (i) under this Agreement or (ii) the Amendment to Tax Sharing AgreementAncillary Agreements, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Nobleimpair Buyer’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby. (b) No notice, consent, approval, waiver or authorization is required to be obtained by Noble the Buyer from, or to be given by Noble the Buyer to, or made by Noble the Buyer with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble the Buyer of this Agreement and the Amendment to Tax Sharing AgreementAncillary Agreements, except for such notices, consents, approvals, waivers or authorizations that if failed of which the failure to be obtained, given or made obtain would not, individually or in the aggregate, reasonably be expected to materially adversely affect Nobleimpair Buyer’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Regulatory Approvals and Non-Governmental Consents. (a) No Governmental Authorization, notice or filing is required to be obtained by Noble Paragon or any of its Affiliates from, or to be given by Noble Paragon or any of its Affiliates to, or made by Noble Paragon with, any Governmental Entity or securities exchange, as a result of execution and delivery of, or performance of any obligations under, under (i) this Agreement or (ii) the Amendment to Tax Sharing Agreement, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby. . (b) No notice, consent, approval, waiver or authorization is required to be obtained by Noble Paragon or any of its Affiliates from, or to be given by Noble Paragon or any of its Affiliates to, or made by Noble Paragon or any of its Affiliates with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble Paragon of this Agreement and the Amendment to Tax Sharing Agreement, except for such notices, consents, approvals, waivers or authorizations that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Regulatory Approvals and Non-Governmental Consents. (a) No Except as set forth on Schedule 4.4(a) (the “Parent Regulatory Approvals” and, together with the Company Regulatory Approvals, the “Regulatory Approvals”), no Governmental Authorization, notice Authorization or filing or notification is required to be obtained by Noble Parent or Merger Sub from, or to be given by Noble Parent or Merger Sub to, or made by Noble Parent or Merger Sub with, any Governmental Entity or securities exchange, as a result of execution and the execution, delivery of, or performance by Parent or Merger Sub of any obligations under, (i) this Agreement or (ii) the Amendment to Tax Sharing AgreementAncillary Agreements, or the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings or notifications that if failed to be obtained, given or made would not, individually or in the aggregate, not reasonably be expected to materially adversely affect Noble’s impair in any material respect the ability of either of Parent or Merger Sub to execute, deliver or perform its obligations under this Agreement or the Amendment any Ancillary Agreement to Tax Sharing Agreementwhich it is a party, or to timely consummate prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereby by this Agreement or therebythe Ancillary Agreements. (b) No Except as set forth on Schedule 4.4(b) (the “Parent Non-Governmental Consents” and, together with the Company Non-Governmental Consents, the “Non-Governmental Consents”), no consent, notice, consent, approval, waiver or authorization is required to be obtained by Noble Parent or Merger Sub from, or to be given by Noble Parent or Merger Sub to, or made by Noble Parent or Merger Sub with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble Parent or Merger Sub of this Agreement and or the Amendment to Tax Sharing AgreementAncillary Agreements, or the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby, except for such consents, notices, consents, approvals, waivers or authorizations that if failed of which the failure to obtain, or be obtained, given or made made, would not, individually or in the aggregate, not reasonably be expected to materially adversely affect Noble’s impair in any material respect the ability of either of Parent or Merger Sub to execute, deliver or perform its obligations under this Agreement or the Amendment any Ancillary Agreement to Tax Sharing Agreementwhich it is a party, or to timely consummate prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereby by this Agreement or therebythe Ancillary Agreements.