Necessary Approval definition
Examples of Necessary Approval in a sentence
The Seller and the Project Company have complied in all material respects with all Necessary Approvals and all Applicable Laws other than Environmental, Health and Safety Laws, which are the subject of Section 5.6. Except as set forth in Section 5.5(a) of the Seller’s Disclosure Schedule, the Seller has not received notification that it has violated any Necessary Approval or any Applicable Law other than Environmental, Health and Safety Laws, which are the subject of Section 5.6.
No administrative or governmental action has been taken or, to the Knowledge of the Seller, threatened in connection with the expiration, continuance or renewal of any Necessary Approval.
There is no Law and there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing that would reasonably be expected to result in the material modification, rescission, termination, or suspension of any Necessary Approval referred to in Schedule 5.03 that was obtained prior to the date this representation is made or deemed made.
The Borrower fails to obtain, renew, maintain or comply in all material respects with any Necessary Approval or any Necessary Approval is revoked, canceled, terminated, withdrawn or otherwise ceases to be in full force and effect, or any Necessary Approval is materially adversely modified without the consent of the Lender, in each case in a manner that could reasonably be expected to result in a Material Adverse Effect.
Any application for the renewal of any such Necessary Approval due prior to the Closing Date has been, or will be, timely filed prior to the Closing Date.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the later of (i) 5 days after the expiration of the Review Period in the event that this Agreement was not terminated by Buyer or (ii) by the Selling Parties if the Necessary Approval and Fairness Opinion are not obtained(the “Closing Date”).
In the event this Agreement is terminated pursuant to Section 1.4(b) or if the failure to obtain the Necessary Approval and Fairness Opinion (each as defined below), this Agreement shall terminate and be deemed null and void; provided, however, that nothing herein will relieve any party from any liability for any willful breach of the terms of this Agreement.
The Registered Holder may exercise, in whole or in part, the purchase rights represented by this Warrant at any time and from time to time after the Necessary Approval Date to and including 5:00 p.m., New York time, on the fifth anniversary thereof or, if such day is not a Business Day, on the next preceding Business Day (the "Exercise Period").