Common use of Required Regulatory Approvals and Consents Clause in Contracts

Required Regulatory Approvals and Consents. Without limiting the generality of Sections 7.1 and 7.4, Seller shall have received all of Seller's Required Regulatory Approvals and Seller's Required Consents and Purchaser shall have received all of Purchaser's Required Regulatory Approvals and Purchaser's Required Consents. In the event that any such Approval requires any modification to this Agreement or the Transactions, imposes any condition to the effectuation of the Transactions, or places any restrictions upon Seller's conveyance of the Purchased Shares, or the Companies' ownership of the Plant or the operation of the Plant prior to the Closing, then such modifications, conditions or restrictions shall be subject to Seller's approval to the extent that such modifications, conditions and restrictions, if any, are not contemplated by this Agreement and would, individually or in the aggregate, result in a Material Adverse Effect upon Seller, the Companies' ownership of the Plant or the operation of the Plant prior to the Closing; provided, however, that Seller shall be deemed to have approved of any such modifications, conditions or restrictions to the extent that Seller fail to disapprove of same in a written notice to Seller received no later than fifteen (15) Business Days following the public announcement of the decision of the Governmental Authority imposing such modification, condition or restriction.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Ormat Technologies, Inc.), Purchase and Sale Agreement (Ormat Technologies, Inc.)

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Required Regulatory Approvals and Consents. Without limiting the generality of Sections Section 7.1 and 7.4Section 7.5, with respect to the purchase and sale of the Purchased Assets, (a) CPS shall have received all of CPS's Required Regulatory Approvals described in clause (i) of the definition thereof and all of CPS's Required Consents and (b) Seller shall have received all of Seller's Required Regulatory Approvals described in clause (i) of the definition thereof and the Seller's Required Consents and Purchaser shall have received all of Purchaser's Required Regulatory Approvals and Purchaser's Required Consents. In the event that any of CPS's Required Regulatory Approvals or such Approval Seller's Required Regulatory Approvals requires any modification to this Agreement or any Ancillary Agreement Executed by CPS or the Transactions, imposes any condition to the effectuation of the Transactions, or places any restrictions upon SellerCPS's conveyance of the Purchased Shares, or the Companies' ownership of the Plant or the operation of the Plant prior to the ClosingSTP Interest, then CPS shall have approved such modifications, conditions or and restrictions shall be subject to Seller's approval to the extent that such modifications, conditions and restrictions, if any, are not contemplated by this Agreement and wouldthe Ancillary Agreements and, individually or in the aggregate, result in a Material Adverse Effect upon Seller, the Companies' ownership of the Plant or the operation of the Plant prior are reasonably likely to be materially adverse to the Closing; providedbusiness, howeverassets, properties, financial condition or results of operations of CPS and its subsidiaries (if any) taken as a whole, it being agreed that Seller CPS shall be deemed to have approved of any such modifications, conditions or restrictions to the extent that Seller fail to disapprove of same are not disapproved by CPS in a written notice to Seller received given no later than fifteen (15) Business Days following the public announcement CPS's acquiring Knowledge of the decision of the Governmental Authority imposing such modification, condition or restriction.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Aep Texas Central Co), Purchase and Sale Agreement (Texas Genco Holdings Inc)

Required Regulatory Approvals and Consents. Without limiting the generality applicability of Sections 7.1 and 7.4, Purchaser shall have received all of Purchaser's Required Regulatory Approvals and Purchaser's Required Consents and Seller shall have received all of Seller's Required Regulatory Approvals and Seller's Required Consents and Purchaser shall have received all of Purchaser's Required Regulatory Approvals and Purchaser's Required Consents. In the event that any such Approval requires any modification to this Agreement or the Transactions, imposes any condition to the effectuation of the Transactions, or places any restrictions upon SellerPurchaser's conveyance of the Purchased Shares, or the Companies' ownership of the Plant or the operation of the Plant prior to the ClosingPlant, then such modifications, conditions or restrictions shall be subject to SellerPurchaser's approval to the extent that such modifications, conditions and restrictions, if any, are not contemplated by this Agreement and would, individually or in the aggregate, result in a Material Adverse Effect upon SellerPurchaser, the Companies' its ownership of the Plant or the operation of the Plant prior to after the Closing; provided, however, that Seller Purchaser shall be deemed to have approved of any such modifications, conditions or restrictions to the extent that Seller fail Purchaser fails to disapprove of same in a written notice to Seller received no later than fifteen (15) Business Days following in the case of a Purchaser's Required Regulatory Approvals the public announcement of the decision of the Governmental Authority imposing such modification, condition or restriction and in the case of a Seller's Required Regulatory Approvals Purchaser's receipt of written notice from Seller of the decision of the Governmental Authority imposing such modification, condition or restriction.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Ormat Technologies, Inc.), Purchase and Sale Agreement (Ormat Technologies, Inc.)

Required Regulatory Approvals and Consents. Without limiting the generality of Sections Section 7.1 or Section 7.5, with respect to the purchase and 7.4sale of the Purchased Assets, Seller shall have received all of Seller's Required Regulatory Approvals described in clause (i) of the definition thereof and all of Seller's Required Consents and such Purchaser shall have received all of Purchaser's Required Regulatory Approvals and Purchaser's Required Consentsdescribed in clause (i) of the definition thereof. In the event that any of such Approval Seller's Required Regulatory Approvals or such Purchaser's Required Regulatory Approvals requires any modification to this Agreement or any Ancillary Agreement Executed by Seller or to the Transactions, Transactions imposes any condition to the effectuation of the such Transactions, or places any restrictions upon on Seller's conveyance or any of the Purchased Shares, or the Companiesits Affiliates' ownership conduct of the Plant or the operation of the Plant prior to their respective businesses after the Closing, then Seller shall have approved such modifications, conditions or and restrictions shall be subject to Seller's approval to the extent that such modifications, conditions and restrictions, if any, are not contemplated by this Agreement and would, such Ancillary Agreements and individually or in the aggregate, result in a Material Adverse Effect upon Seller, the Companies' ownership of the Plant or the operation of the Plant prior are reasonably likely to be materially adverse to the business, assets, properties, financial condition or results of operations of Seller and its subsidiaries taken as a whole or materially impair Seller's authority, right or ability to consummate the Transactions, or otherwise materially adversely affect Seller's or any of its Affiliates' conduct of their respective businesses after the Closing; provided, however, it being agreed that Seller shall be deemed to have approved of any such modifications, conditions or restrictions to the extent that are not disapproved by Seller fail to disapprove of same in a written notice to Seller received such Purchaser given no later than fifteen (15) Business Days following the public announcement Seller's acquiring Knowledge of the decision of the Governmental Authority imposing such modification, condition or restriction.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Aep Texas Central Co), Purchase and Sale Agreement (Texas Genco Holdings Inc)

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Required Regulatory Approvals and Consents. (a) Without limiting the generality applicability of Sections 7.1 Section 6.1 and 7.4Section 6.4, Seller with respect to the purchase and sale of the Partnership Interests, Purchasers shall have received all of Seller's Purchasers' Required Regulatory Approvals and Seller's Required Consents and Purchaser shall have received all of Purchaser's Required Regulatory Approvals and Purchaser's Purchasers' Required Consents. In the event that any such Purchasers' Required Regulatory Approval or Purchasers' Required Consents requires any modification to this Agreement or the Transactions, imposes any condition to the effectuation of the Transactions, or places any restrictions upon SellerPurchasers' or Purchasers' Parent's conveyance of the Purchased Shares, or the Companies' indirect ownership of the Plant or the operation of the Plant prior to the ClosingOleander Station, then such modifications, conditions or restrictions shall be subject to Seller's Purchasers' approval to the extent that such modifications, conditions and restrictions, if any, are not contemplated by this Agreement and would, individually or in the aggregate, result in have a Material Adverse Effect material adverse effect upon SellerPurchasers, the CompaniesPurchasers' ownership of the Plant Affiliates or the operation of the Plant prior to Oleander Station after the Closing; provided, however, that Seller Purchasers shall be deemed to have approved of any such modifications, conditions or restrictions to the extent that Seller Purchasers fail to disapprove of same in a written notice to Seller Sellers received no later than fifteen (15) Business Days following the public announcement of the decision of the Governmental Authority imposing Authority. (b) The Sellers shall have received the Sellers' Required Regulatory Approvals and Sellers' Required Consents, and such modification, condition or restrictionapprovals and consents must be in full force and effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Southern Power Co)

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