Common use of Required Regulatory Approvals Clause in Contracts

Required Regulatory Approvals. (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

Required Regulatory Approvals. (aWithout limiting the generality of the undertakings pursuant to Section 7.7(a) The obligations of above, each Party under this Agreement are expressly contingent upon shall: (i1) each use all commercially reasonable efforts to (A) gather and obtain all necessary information to complete the filings, which shall be prepared and filed by Seller and/or Buyer, as required, seeking the Required Regulatory Approvals; and (B) consult with the other Party receiving regarding any such filings, consider and incorporate all licensesreasonable comments (if any) submitted by the other Party or its Representatives; and (2) prior to and during the pendency of any notice and approval or waiting period with respect to such filings, permits(A) consult with the other Party prior to providing any supplemental information to the applicable Governmental Authority and provide prompt written notice to the other Party of all communications from, permissions, certificates, approvals, authorizations, consents, franchises and releases from permit the other party to participate in any local, state, substantive discussions or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicablemeetings with, the NYISO applicable Governmental Authority that reasonably relates to or bears upon such filings, and (B) use reasonable efforts and act in good faith to expedite and obtain the PSC) or Required Regulatory Approvals. In furtherance and not in limitation of the foregoing, each of the Parties agrees to file all filings required by the FERC, and similar applications with any other third party that may be applicable Governmental Authority whose approval is required for such Party in connection with the performance consummation of such the purchase by Buyer of the Acquired Assets no later than fifteen (15) Business Days following the Execution Date. Each Party agrees that without the prior written consent of the other Party’s obligations under , it will not (1) extend any waiting period or in connection with this Agreement (withdraw its respective filings seeking the “Required Regulatory Approvals”), (ii2) each Required Approval being granted without enter into any agreement with any Governmental Authority agreeing not to consummate the imposition of any modification or condition of the terms of transactions contemplated by this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals3) to the satisfaction of both Parties extent lawful, participate in their respective sole discretion. (b) If any application or request is made in connection meetings with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies Governmental Authority without giving the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject opportunity to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEGparticipate.

Required Regulatory Approvals. (a) The obligations of each Party under Barrick and Newmont shall make, as promptly as reasonably practicable and in any event within 15 Business Days after the date hereof (or such longer period as the Parties may agree), all necessary or advisable filings, notifications and other submissions, including in draft where required, with respect to the transactions contemplated in this Agreement as are expressly contingent upon required to commence the process to obtain the Required Regulatory Approvals. In the event that any Governmental Authority requests any additional information from a Party pursuant to its review of this Agreement, such Party shall respond to that information request as promptly as reasonably practicable. Each of Barrick and Newmont shall use its best efforts to obtain and maintain the Required Regulatory Approvals as promptly as reasonably practicable. (b) Barrick and Newmont shall cooperate with one another in connection with obtaining the Required Regulatory Approvals and shall: (i) give each Party receiving other reasonable advance notice of all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency meetings or other governmental agency oral communications with any Governmental Authority relating to the Required Regulatory Approvals; (ii) not participate independently in any such meeting or authority other oral communication without first giving the other Party (which may includeor the other Party’s outside counsel) an opportunity to attend and participate in such meeting or other oral communication, without limitation unless otherwise required or requested by such Governmental Authority; (iii) if any Governmental Authority initiates an oral communication regarding the Required Regulatory Approvals, promptly notify the other Party of the substance of such communication; (iv) subject to applicable Laws relating to the exchange of information, provide each other with a reasonable advance opportunity to review and as applicable, comment upon and consider in good faith the NYISO and views of the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under all written communications (including any filings, notifications, submissions, analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition submitted by or on behalf of any modification Party hereto) with a Governmental Authority regarding the Required Regulatory Approvals; and (v) promptly provide each other with copies of all written communications to or condition from any Governmental Authority relating to the Required Regulatory Approvals. (c) Each of the terms Parties shall promptly notify the other Party upon: (i) becoming aware of any Order or any complaint requesting an Order restraining or enjoining the execution of this Agreement or the subject transactions, unless consummation of the transactions contemplated under this Agreement; or (ii) receiving any notice from any Governmental Authority of its intention: A. to institute a suit or proceeding to restrain or enjoin the execution of this Agreement or the consummation of any of the transactions contemplated by this Agreement; or B. to nullify or render ineffective this Agreement or any such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, transactions if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretionconsummated. (bd) If Barrick and Newmont shall each pay an equal share of any requisite filing fees and applicable Taxes in relation to any filing or application or request is made required in respect of the Required Regulatory Approvals. (e) Notwithstanding any requirement in this Section 5.6 in connection with seeking any obtaining the Required Approval and Regulatory Approvals, where a Party is deniedrequired under this Section 5.6 to provide information to another Party that the disclosing Party deems to be competitively sensitive information, or is granted in a form, or subject the disclosing Party may restrict the provision of such competitively sensitive information only to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as the external legal counsel of the date receiving Party, provided that the disclosing Party also provides a Party notifies redacted version to the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEGreceiving Party.

Required Regulatory Approvals. (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority As soon as practicable following the date of this Agreement (which may include, without limitation and as applicableis prudent taking into account the timing of the Sagicor Acquisition Closing), the NYISO Purchaser or the Vendor, or, if required, both, shall make or file with the applicable Governmental Authority such applications, and related submissions, to obtain the Required Regulatory Approvals. (ii) With respect to the Required Regulatory Approvals required to be obtained by Purchaser, the Purchaser shall use its commercially reasonable efforts to obtain (and the PSCVendor shall and shall cause the Corporation to use its reasonable commercial efforts to assist the Purchaser to obtain) or any other third party that may be required for such Party Required Regulatory Approvals as soon as is reasonably practicable after the date of this Agreement. For greater certainty, in connection with obtaining the performance Required Regulatory Approvals, the commercially reasonable efforts of such Party’s obligations under the Purchaser shall include proposing, negotiating, agreeing to or in connection with this Agreement effecting, by undertaking, consent agreement, hold separate agreement or otherwise: (A) the “Required Approvals”)sale, divestiture, licensing or disposition of all or any part of the assets of the Purchaser, Alignvest or their Affiliates; (iiB) each Required Approval being granted without the imposition termination or amendment of any modification existing contractual rights, relationships and obligations, or condition entry into or amendment of any licensing arrangements of the terms Purchaser, Alignvest and their Affiliates; and (C) the taking of any action that, after consummation of the transactions contemplated by this Agreement agreement, would limit the freedom of action of, or impose any other requirement on the subject transactionsPurchaser, unless such modification(s) Alignvest or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods Affiliates with respect to the operations of the Purchaser, Alignvest or their Affiliates; provided, that Purchaser shall not be required to undertake any of the actions listed under items (A) through (C) of this paragraph to obtain the Required Regulatory Approvals having expired without any appeal having been made or, if such an appeal has been madeactions could reasonably be expected to have a material adverse effect on the core business (including either the insurance or bank business) of the Purchaser, a fullits Affiliates, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is deniedCorporation, or is granted in a formSagicor Group Jamaica Limited or any of its wholly-owned subsidiaries, as currently carried out by the Purchaser, its Affiliates, the Corporation or subject to conditionsSagicor Group Jamaica Limited or any of its wholly-owned subsidiaries, that either Party rejectsas the case may be, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEGJamaica.

Required Regulatory Approvals. (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licensesWithout limiting the foregoing, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, statePurchaser agrees to take, or federal regulatory agency cause to be taken, any and all steps and to make, or other governmental agency cause to be made, any and all undertakings necessary to avoid or authority (which may includeeliminate each and every impediment asserted by any Governmental Entity in connection with obtaining the Required Regulatory Approvals applicable to Purchaser or the Company, without limitation and so as applicableto enable the Closing to occur as promptly as practicable, the NYISO and the PSC) including agreeing to conditions imposed by, or taking any other third party that action required by, any Governmental Entity, in each case as may be required for such Party in order to obtain the Required Regulatory Approvals or to avoid the entry of, or to effect the lifting or dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. Notwithstanding the foregoing or anything in this Agreement to the contrary, Purchaser shall not be required to, and Seller and the Company shall not, in connection with obtaining the performance Required Regulatory Approvals, consent to or take any action with respect to the Company, in each case, that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Company, taken as a whole. For the avoidance of such Party’s obligations under doubt, none of the exclusions set forth in the definition of “Company Material Adverse Effect” shall be deemed to apply to any reference to “material adverse effect” in this Section 6.02(c). Notwithstanding the foregoing or anything in this Agreement to the contrary, Seller and the Company shall not be required to, and Purchaser shall not, in connection with this Agreement obtaining the Required Regulatory Approvals, consent to (x) the “Required Approvals”), (ii) each Required Approval being granted without taking of any action or the imposition of any modification terms, conditions, limitations or condition standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the terms Closing or (y) the imposition of this Agreement any terms, conditions or the subject transactions, unless such modification(s) limitations on or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to Seller, any of its affiliates (other than the Required Approvals having expired without Company), any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If businesses or any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies benefits to Seller and its affiliates (other than the other Party of such denial or rejection, in which event the obligations Company) of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEGTransactions.

Required Regulatory Approvals. (1) The Parties will cooperate with each other and use their respective reasonable commercial efforts to take or cause to be taken all actions and do or cause to be done all things reasonably necessary, proper or advisable on their part under this Agreement and Law to consummate and make effective the Transactions as soon as practicable, including, without limiting the generality of Section 4.2(1): (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO Parent and the PSC) or any other third party that may be required for such Party in connection Purchaser will file with the performance Commissioner of such Party’s obligations under or in connection Competition concurrently with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms execution of this Agreement or as soon as reasonably practicable thereafter, a submission in support of a request for an advance ruling certificate under Subsection 102(1) of the subject transactionsCompetition Act or, in the event that the Commissioner of Competition will not issue an advance ruling certificate, a No Action Letter in respect of the transactions contemplated by this Agreement; and (ii) unless such modification(sthe Purchaser and the Company agree otherwise, acting reasonably and in good faith, each shall file with the Commissioner of Competition, within 21 days of the execution of this Agreement, the notice and information necessary to start the waiting period under Subsection 123(1) of the Competition Act; (b) the Parent and the Purchaser will, if required, file an application for review pursuant to Section 17 of the ICA to the Director of Investments in respect of the Transactions contemplated by this Agreement and, contemporaneously therewith or condition(spromptly thereafter, will submit to the Director of Investments under the ICA proposed written undertakings to Her Majesty the Queen in right of Canada; (c) are agreed each Party will file an appropriate filing of a notification and report form pursuant to the HSR Act in respect of the transactions contemplated by both this Agreement; and (d) the Parties, as applicable, will make application to obtain any other Required Regulatory Approvals. (2) The Parties will cooperate with one another in their respective sole discretionconnection with obtaining the Required Regulatory Approvals including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the opinion of the Purchaser, acting reasonably, advisable, in connection with obtaining the Required Regulatory Approvals and use their reasonable commercial efforts to ensure that such information does not contain a Misrepresentation; provided however, that nothing in this provision will require a Party to provide information that is not in its possession or not otherwise reasonably available to it. For greater certainty, each Party hereby agrees that from the date hereof until the earlier of: (iiii) all the Effective Time; and (ii) this Agreement having been terminated in accordance with its terms, it will use reasonable commercial efforts to obtain the Required Regulatory Approvals as soon as reasonably practicable. (3) The Parties will: (i) cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Required Regulatory Approvals and will promptly notify each other of any communication (or, in the case of the ICA Approval, any material communication) from any Governmental Entity in respect of the Arrangement or this Agreement; and (ii) respond, as soon as reasonably practicable, to any requests for information from a Governmental Entity in connection with obtaining a Required Regulatory Approval. In connection with the ICA Approval, the Company will not make any material submissions, applications, notifications, filings or representations to any Governmental Entity without the prior approval of the Parent and the Purchaser or unless required under the Law (provided that, if required under Law, the Company will use commercially reasonable efforts to give the Parent and the Purchaser a reasonable opportunity to review and comment on any such submissions, applications, notifications, filings, or representations). Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable attorney-client or other privilege or confidentiality concerns; provided however, that a Party must provide external legal counsel to the other Party non-redacted versions of drafts and final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients. (4) Each Party will promptly notify the other Party if it becomes aware that any: (i) application, filing, document or other submission for a Required Regulatory Approval contains a Misrepresentation; or (ii) any Required Regulatory Approval contains, reflects or was obtained following the submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. In such case, the Parties will cooperate in the preparation, filing and dissemination, as applicable, of any such amendment or supplement. (5) The Parties will request that the Required Regulatory Approvals be processed by the applicable appeal periods Governmental Entity on an expedited basis and, to the extent that a public hearing is held, the Parties will request the earliest possible hearing date for the consideration of the Required Regulatory Approvals. (6) If any objections are asserted with respect to the Required Approvals having expired without transactions contemplated by this Agreement under any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is deniedLaw, or if any proceeding is granted in instituted or threatened by any Governmental Entity challenging or which could lead to a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, challenge of any of the transactions contemplated by this Agreement shall terminate as of not in compliance with Law or as not satisfying any applicable legal text under a Law necessary to obtain the date that a Party notifies the other Party of such denial or rejectionRequired Regulatory Approvals, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance will use their reasonable commercial efforts consistent with the terms of this Agreement to resolve such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date. (including7) Notwithstanding the foregoing in this Section 4.2 the Parent and the Purchaser will use their reasonable best efforts to obtain and maintain the Required Regulatory Approvals and will make or agree to any undertaking, without limitationagreement, Section 10.3 above) or action required to obtain and maintain such Required Regulatory Approvals and, in furtherance of the obligations of the Parent and the Purchaser in relation to the ICA Approval, the Parent and the Purchaser agree and acknowledge that reasonable best efforts will include, if requested, entering into written undertakings with Her Majesty the Queen in right of Canada as may be required to secure the ICA Approval; provided however, that neither the Parent nor the Purchaser will be required to make or agree to any undertaking, agreement or action where such undertaking, agreement or action would give rise to a Material Adverse Effect to the Company and its Subsidiaries, considered as a whole. (8) The Parent and the Purchaser will be jointly and severally responsible for and will pay any and all Reimbursable Costs. All filing fees and applicable Taxes payable to a Governmental Entity by any of National Grid’s actual costs the Company or its Subsidiaries in connection with seeking Required Approvals shall be included within the meaning any application, notification or filing in respect of any of the term Reimbursable Costs and shall be paid for by NYSEGRequired Regulatory Approvals.

Required Regulatory Approvals. (aWithout limiting the generality of the undertakings pursuant to Section 7.7(a) The obligations of above other than with respect to the Restructuring FERC Approval, each Party under this Agreement are expressly contingent upon shall: (i1) each use all commercially reasonable efforts to (A) gather and obtain all necessary information to complete the filings, which shall be prepared and filed by Seller and/or the Buyers, as required, seeking the Required Regulatory Approvals; and (B) consult Americas 92513545 with the other Party receiving regarding any such filings, consider and incorporate all licensesreasonable comments (if any) submitted by the other Party or its Representatives; and (2) prior to and during the pendency of any notice and approval or waiting period with respect to such filings, permits(A) consult with the other Party prior to providing any supplemental information to the applicable Governmental Authority and provide prompt written notice to the other Party of all communications from, permissions, certificates, approvals, authorizations, consents, franchises and releases from permit the other Party to participate in any local, state, substantive discussions or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicablemeetings with, the NYISO applicable Governmental Authority that reasonably relates to or bears upon such filings, and (B) use reasonable efforts and act in good faith to expedite and obtain the PSC) or Required Regulatory Approvals. In furtherance and not in limitation of the foregoing, each of the Parties agrees to file all filings required by the FERC, and similar applications with any other third party that may be applicable Governmental Authority whose approval is required for such Party in connection with the performance consummation of such the purchase by Buyers of the Acquired Assets no later than fifteen (15) Business Days following the Execution Date. Each Party agrees that without the prior written consent of the other Party’s obligations under , it will not (1) extend any waiting period or in connection with this Agreement (withdraw its respective filings seeking the “Required Regulatory Approvals”), (ii2) each Required Approval being granted without enter into any agreement with any Governmental Authority agreeing not to consummate the imposition of any modification or condition of the terms of transactions contemplated by this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals3) to the satisfaction of both Parties extent lawful, participate in their respective sole discretion. (b) If any application or request is made in connection meetings with seeking any a Governmental Authority regarding the Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies Regulatory Approvals without giving the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject opportunity to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEGparticipate.

Required Regulatory Approvals. (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority As soon as practicable following the date of this Agreement (which may include, without limitation and as applicableis prudent taking into account the timing of the Sagicor Acquisition Closing), the NYISO Purchaser or the Vendor, or, if required, both, shall make or file with the applicable Governmental Authority such applications, and related submissions, to obtain the Required Regulatory Approvals. (ii) With respect to the Required Regulatory Approvals required to be obtained by Purchaser, the Purchaser shall use its commercially reasonable efforts to obtain (and the PSCVendor shall and shall cause the Corporation to use its reasonable commercial efforts to assist the Purchaser to obtain) or any other third party that may be required for such Party Required Regulatory Approvals as soon as is reasonably practicable after the date of this Agreement. For greater certainty, in connection with obtaining the performance Required Regulatory Approvals, the commercially reasonable efforts of such Party’s obligations under the Purchaser shall include proposing, negotiating, agreeing to or in connection with this Agreement effecting, by undertaking, consent agreement, hold separate agreement or otherwise: (A) the “Required Approvals”)sale, divestiture, licensing or disposition of all or any part of the assets of the Purchaser, Alignvest or their Affiliates; (iiB) each Required Approval being granted without the imposition termination or amendment of any modification existing contractual rights, relationships and obligations, or condition entry into or amendment of any licensing arrangements of the terms Purchaser, Alignvest and their Affiliates; and (C) the taking of any action that, after consummation of the transactions contemplated by this Agreement agreement, would limit the freedom of action of, or impose any other requirement on the subject transactionsPurchaser, unless such modification(s) Alignvest or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods Affiliates with respect to the operations of the Purchaser, Alignvest or their Affiliates; provided, that Purchaser shall not be required to undertake any of the actions listed under items (A) through (C) of this paragraph to obtain the Required Regulatory Approvals having expired without any appeal having been made or, if such an appeal has been madeactions could reasonably be expected to have a material adverse effect on the core business (including either the insurance or bank business) of the Purchaser, a fullits Affiliates, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is deniedCorporation, or is granted in a formSagicor Group Jamaica Limited or any of its wholly-owned subsidiaries, as currently carried out by the Purchaser, its Affiliates, the Corporation or subject to conditionsSagicor Group Jamaica Limited or any of its wholly-owned subsidiaries, that either Party rejectsas the case may be, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date Trinidad and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEGTobago.

Required Regulatory Approvals. (a1) The As soon as reasonably practicable after the date hereof, the Purchaser and the Company shall identify any Regulatory Approvals deemed by them to be necessary to discharge their respective obligations of each Party under this Agreement are expressly contingent upon and each Party, or where appropriate, the Parties jointly, shall make all notifications, filings, applications and submissions with any Governmental Entity required or advisable, and shall use its commercially reasonable efforts to obtain and maintain the Regulatory Approvals, including the Required Regulatory Approvals. (2) In connection with obtaining the Required Regulatory Approvals, as promptly as practicable, and in any event within ten Business Days after the date of this Agreement, (i) each Party receiving all licensesthe Purchaser shall submit a letter to the Commissioner of Competition in support of and requesting an advance ruling certificate pursuant to Subsection 102(1) of the Competition Act or, permitsin lieu thereof, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”)a No Action Letter, (ii) each Party shall, or shall cause its relevant Subsidiaries to, file its respective notification pursuant to Section 114 of the Competition Act (“Competition Notification”), unless the Parties mutually agree in writing to either not file a Competition Notification or on an alternative period of time in which to file a Competition Notification, and (iii) each Party shall, or shall cause its relevant Subsidiaries to, file its respective Notification and Report Form (“HSR Form”) pursuant to the HSR Act. Each Party shall, or shall cause its relevant Subsidiaries to make any other notification, submission or application filing that is necessary in order to obtain the Required Approval being granted without Regulatory Approvals (if any) as promptly as practicable. (3) The Parties shall cooperate with one another in connection with obtaining the imposition Regulatory Approvals including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the opinion of the Company and Purchaser, acting reasonably, advisable, in connection with obtaining the Regulatory Approvals and use their commercially reasonable efforts to ensure that such information does not contain a Misrepresentation; provided, however, that nothing in this provision shall require a Party to provide information that is not in its possession or not otherwise reasonably available to such Party. (4) All filing fees and applicable Taxes payable for or in respect of any modification application, notification or condition other filing made to any Governmental Entity in respect of any Required Regulatory Approval shall be the sole responsibility of the terms Purchaser. (5) With respect to obtaining the Required Regulatory Approvals, each Party shall: (i) not extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity to not consummate the transactions contemplated by this Agreement, except upon the prior consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed; (ii) cooperate with the other Party and keep the other Party fully informed as to the status of and the processes and proceedings relating to obtaining the Required Regulatory Approvals and shall promptly notify the other Party of written or oral communications from a Governmental Entity relating to any Required Regulatory Approval and provide the other Party with copies thereof; (iii) use its commercially reasonable efforts to respond to any inquiries or requests received from a Governmental Entity in respect of any Required Regulatory Approval at the earliest practicable date; (iv) permit the other Party to review in advance any proposed written communications of any nature (including, but not limited to, any notification, application, submission, or offer of a remedy or undertaking) with a Governmental Entity in respect of any Required Regulatory Approval and to give due consideration to any comments and suggestions received from the other Party, except that, with respect to an HSR Form, this provision shall apply only to Items 1 through 3 of each Party’s HSR Form, except that in the case of the notification under the HSR Act, the Parties need only exchange the first three pages of the notification and report form; (v) provide the other Party with final copies of any written communications of any nature with a Governmental Entity in respect of any Required Regulatory Approval, except that, with respect to an HSR Form, this provision shall apply only to Items 1 through 3 of each Party’s HSR Form; and (vi) not participate in any meeting or discussion (whether in person, by phone or otherwise) with a Governmental Entity in respect of any Required Regulatory Approval unless it consults with the other Party in advance and gives the other Party the opportunity to attend thereat (except (a) where the timing of the response requested by the Governmental Entity does not reasonably permit such review, (b) the Governmental Entity expressly requests that the other Party should not be present at the meeting or discussion or part or parts of the meeting or discussion, or (c) where competitively or commercially sensitive information may be discussed, in which case, with respect to meetings and discussions with the Governmental Entity, every effort will be made to allow external legal counsel to participate). (6) Where a Party (the “Supplying Party”) is required to supply any information in this Section 4.4 to the other Party (the “Receiving Party”) that the Supplying Party deems to be competitively or commercially sensitive information or otherwise reasonably determines in respect thereof that disclosure should be restricted, the Supplying Party may provide a redacted version removing the competitively or commercially sensitive information to the Receiving Party provided that the Supplying Party also provides a complete, non-redacted version to the Receiving Party’s external legal counsel on an external legal counsel only basis and the Receiving Party shall not request such competitively or commercially sensitive information from their external legal counsel; provided however that nothing in this Agreement requires any Party to share with another Party or its external legal counsel any information that relates to the valuation of the transactions contemplated by this Agreement or information relating to possible sale transactions with other Persons. (7) The Purchaser shall not, and shall cause its affiliates not to, take or agree to take any action, or assist, counsel or encourage any third party to take or agree to enter into any acquisition or other corporate transaction, whether directly or indirectly, after the date of this Agreement until the earlier of the termination of this Agreement or the subject transactionsEffective Date, unless such modification(sthat would be reasonably likely to (i) materially delay the obtaining of, or condition(sresult in not obtaining, any permission, approval or consent from any Governmental Entity, including the Required Regulatory Approvals, necessary to be obtained prior to the Effective Date, (ii) are agreed to materially increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by both Parties in their respective sole discretionthis Agreement, and including the Arrangement, (iii) all applicable materially increase the risk of not being able to have vacated, lifted, reversed or overturned any such order on appeal periods or otherwise, or (iv) otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement, including the Arrangement. (8) The Purchaser shall, and shall cause its affiliates to, use commercially reasonable efforts to obtain and maintain the Required Regulatory Approvals as soon as practicable and in any event by no later than the Outside Date. For further clarity, the Purchaser’s commercially reasonable efforts shall not require the Purchaser to enter into any settlement, undertaking, consent, decree, stipulation or other agreement or take any action or agree to take any action with respect to any of the Required Approvals having expired without businesses or assets of the Purchaser or any appeal having been made orof the businesses or assets of any of the Purchaser’s affiliates or that would, if such an appeal has been madeindividually or in the aggregate and in the sole opinion of the Purchaser, a fullacting reasonably, final be likely to significantly and non-appealable determination having been made regarding same by a court adversely affect the business or other administrative body assets of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretionCompany. (b9) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Each Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies promptly notify the other Party if it becomes aware that any (i) application, filing, document or other submission for a Regulatory Approval contains a Misrepresentation, or (ii) any Regulatory Approval contains, reflects or was obtained following the submission of any application, filing, document or other submission containing a Misrepresentation, such denial that an amendment or rejectionsupplement may be necessary or advisable. In such case, in which event the obligations of the Parties under this Agreement shall cease will cooperate in the preparation, filing and dissemination, as applicable, of any such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEGamendment or supplement.

Required Regulatory Approvals. (aWithout limiting the generality of the undertakings pursuant to Section 7.7(a) The obligations of above other than with respect to the Restructuring FERC Approval, each Party under this Agreement are expressly contingent upon shall: (i1) each use all commercially reasonable efforts to (A) gather and obtain all necessary information to complete the filings, which shall be prepared and filed by Seller and/or the Buyers, as required, seeking the Required Regulatory Approvals; and (B) consult with the other Party receiving regarding any such filings, consider and incorporate all licensesreasonable comments (if any) submitted by the other Party or its Representatives; and (2) prior to and during the pendency of any notice and approval or waiting period with respect to such filings, permits(A) consult with the other Party prior to providing any supplemental information to the applicable Governmental Authority and provide prompt written notice to the other Party of all communications from, permissions, certificates, approvals, authorizations, consents, franchises and releases from permit the other Party to participate in any local, state, substantive discussions or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicablemeetings with, the NYISO applicable Governmental Authority that reasonably relates to or bears upon such filings, and (B) use reasonable efforts and act in good faith to expedite and obtain the PSC) or Required Regulatory Approvals. In furtherance and not in limitation of the foregoing, each of the Parties agrees to file all filings required by the FERC, and similar applications with any other third party that may be applicable Governmental Authority whose approval is required for such Party in connection with the performance consummation of such the purchase by Buyers of the Acquired Assets no later than fifteen (15) Business Days following the Execution Date. Each Party agrees that without the prior written consent of the other Party’s obligations under , it will not (1) extend any waiting period or in connection with this Agreement (withdraw its respective filings seeking the “Required Regulatory Approvals”), (ii2) each Required Approval being granted without enter into any agreement with any Governmental Authority agreeing not to consummate the imposition of any modification or condition of the terms of transactions contemplated by this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals3) to the satisfaction of both Parties extent lawful, participate in their respective sole discretion. (b) If any application or request is made in connection meetings with seeking any a Governmental Authority regarding the Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies Regulatory Approvals without giving the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject opportunity to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEGparticipate.

Required Regulatory Approvals. (a) The obligations of each Party under Barrick and Newmont shall make, as promptly as reasonably practicable and in any event within 15 Business Days after the date hereof (or such longer period as the Parties may agree), all necessary or advisable filings, notifications and other submissions, including in draft where required, with respect to the transactions contemplated in this Agreement as are expressly contingent upon required to commence the process to obtain the Required Regulatory Approvals. In the event that any Governmental Authority requests any additional information from a Party pursuant to its review of this Agreement, such Party shall respond to that information request as promptly as reasonably practicable. Each of Barrick and Newmont shall use its best efforts to obtain and maintain the Required Regulatory Approvals as promptly as reasonably practicable. (b) Barrick and Newmont shall cooperate with one another in connection with obtaining the Required Regulatory Approvals and shall: (i) give each Party receiving other reasonable advance notice of all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency meetings or other governmental agency oral communications with any Governmental Authority relating to the Required Regulatory Approvals; (ii) not participate independently in any such meeting or authority other oral communication without first giving the other Party (which may includeor the other Party’s outside counsel) an opportunity to attend and participate in such meeting or other oral communication, without limitation unless otherwise required or requested by such Governmental Authority; (iii) if any Governmental Authority initiates an oral communication regarding the Required Regulatory Approvals, promptly notify the other Party of the substance of such communication; (iv) subject to applicable Laws relating to the exchange of information, provide each other with a reasonable advance opportunity to review and as applicable, comment upon and consider in good faith the NYISO and views of the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under all written communications (including any filings, notifications, submissions, analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition submitted by or on behalf of any modification Party hereto) with a Governmental Authority regarding the Required Regulatory Approvals; and (v) promptly provide each other with copies of all written communications to or condition from any Governmental Authority relating to the Required Regulatory Approvals. (c) Each of the terms Parties shall promptly notify the other Party upon: (i) becoming aware of any Order or any complaint requesting an Order restraining or enjoining the execution of this Agreement or the subject transactions, unless consummation of the transactions contemplated under this Agreement; or (ii) receiving any notice from any Governmental Authority of its intention: A. to institute a suit or proceeding to restrain or enjoin the execution of this Agreement or the consummation of any of the transactions contemplated by this Agreement; or B. to nullify or render ineffective this Agreement or any such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, transactions if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretionconsummated. (bd) If Barrick and Newmont shall each pay an equal share of any requisite filing fees and applicable Taxes in relation to any filing or application or request is made required in respect of the Required Regulatory Approvals. (e) Notwithstanding any requirement in this Section 5.6 in connection with seeking any obtaining the Required Approval and is deniedRegulatory Approvals, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that where a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties is required under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.Section