Governmental Actions Sample Clauses

Governmental Actions. There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any governmental authority or administrative agency before any governmental authority, administrative agency or court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any governmental authority, administrative agency or court of competent jurisdiction, in either case, seeking to prohibit or limit Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Parent or any of its subsidiaries of all or a material portion of the business or assets of Parent or any of its subsidiaries, or seeking to compel Parent or any of its subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Parent or any of its subsidiaries (including the Surviving Corporation and its subsidiaries), as a result of the Merger or the transactions contemplated by this Agreement.
Governmental Actions. Assuming the representations and warranties of the Facility Lessee contained in paragraphs (j), (k), (l), (m), (q), (z), (ff) and (hh) of Section 3.1 are true, no authorization or approval or other action by, and no notice to or filing or registration with, any Governmental Entity is required for the due execution, delivery or performance by the Owner Lessor, as the case may be, of the LLC Agreement, the Collateral Trust Indenture, the Lessor Notes, this Agreement or the other Operative Documents to which the Owner Lessor is or will be a party, other than any such authorization or approval or other action or notice or filing as has been duly obtained, taken or given.
Governmental Actions. All actions, if any, required to have been taken on or prior to the Closing Date in connection with the transactions contemplated by this Agreement and the other Operative Agreements on the Closing Date shall have been taken by any governmental or political agency, subdivision or instrumentality of the United States, Canada and Mexico, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Closing Date in connection with the transactions contemplated by this Agreement and the other Operative Agreements on the Closing Date shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect, on the Closing Date; provided, that the parties hereto agree that Lessee shall not be required to make any filings in Mexico with respect to the perfection of security interests in Mexico.
Governmental Actions. No Governmental Action is or will be required in connection with the execution, delivery or performance by it, or the consummation by it of the transactions contemplated by this Agreement or any other Loan Document to which it is, or is to become, a party other than such Borrower’s Approval, as applicable, which has been duly issued and is in full force and effect.
Governmental Actions. There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by any governmental authority or administrative agency before any governmental authority, administrative agency or court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any governmental authority, administrative agency or court of competent jurisdiction, in either case, seeking to prohibit or limit the Purchaser from exercising all material rights and privileges pertaining to its ownership of the Shares.
Governmental Actions. There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that is reasonably likely to result in such an action or proceeding) by any Governmental Authority or before any Governmental Authority or court of competent jurisdiction, United States or non-United States, that is reasonably likely to result in an order, nor shall there be in effect any judgment, decree or order of any Governmental Authority or court of competent jurisdiction, or any other legal restraint (i) preventing or seeking to prevent consummation of the Merger, (ii) prohibiting or seeking to prohibit, or limiting or seeking to limit, Parent from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation or the ownership or operation by Guarantor or any of its subsidiaries of all or a material portion of the business or assets of the Surviving Corporation and its subsidiaries, or (iii) compelling or seeking to compel Guarantor or any of its subsidiaries (including the Surviving Corporation and its subsidiaries) to dispose of or hold separate assets which are material to Guarantor or the Company, as a result of the Merger or the transactions contemplated by this Agreement; provided that for purposes of this Section 6.01(d), assets shall be -------- deemed to be not material to the Company, only if they account for no more than 5% of the total revenues of the Company and its subsidiaries taken as a whole or to Guarantor, only if they account for no more than 0.3% of the total revenues of Guarantor's Fire and Security Group;
Governmental Actions. All actions, if any, required to have been taken by any Governmental Entity on or prior to the Closing Date in connection with the transactions contemplated by any Operative Document, including, without limitation, the FERC Orders, shall have been taken and, except with respect to the determination by FERC of EWG status and the FERC Order referenced in clause (ii) of the definition of "FERC Orders" set forth in Appendix A hereto, all Applicable Permits required to be in effect on the Closing Date in connection with the consummation of the transactions contemplated by the Operative Documents shall have been issued and shall be in full force and effect; and all such Applicable Permits shall be final, in full force and effect on the Closing Date.
Governmental Actions. All Governmental Action required in connection with the execution, delivery and performance by Lessee of the Lease, has been or will have been obtained, given or made.
Governmental Actions. RIGHTS-OF-WAY. All Governmental Actions and Rights-of-Way set forth in SCHEDULE 3.7(B) and any additional Governmental Actions and Rights-of-Way which are required in accordance with such Schedule or pursuant to Applicable Law to be obtained on or prior to such date, shall have been duly obtained or made, shall be in full force and effect and shall be Final. The Administrative Agent shall have received (i) copies of such Governmental Actions and Rights-of-Way to the extent such Governmental Actions or Rights-of-Way are in writing or are required to be in writing and (ii) a list of all Governmental Actions or Rights-of- Way which have been obtained and which are not in writing, together with a certificate of a Responsible Officer of the Company setting forth the procedure employed to obtain such Governmental Actions and Rights-of-Way and confirming that such items were not obtainable in writing from the issuer thereof. The Administrative Agent (based on the advice of the Independent Engineer) shall have no reason to believe that any of the Governmental Actions and Rights-of-Way listed in SCHEDULE 3.7(B) which have not been obtained as of such date will not be obtained prior to the date required in SCHEDULE 3.7(B).
Governmental Actions. Except for the Governmental Approvals set forth on Schedule 3.1(d)(i) and Schedule 3.1(d)(ii), (i) no Governmental Approval is required to be obtained in the name of AEE or any AEE Entity or the Owner Trust in connection with (A) the acquisition, operation and maintenance of the Facility, the Related Facility and the Additional Facilities, (B) the issuance of the Pass Through Certificates and the execution, delivery and performance by AEE of the Operative Documents to which it is or will be a party, or (C) the leasing of the Undivided Interest, and (ii) no Governmental Approval (except Governmental Approvals applicable to the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder as a result of activities by such Person or any of its Affiliates not contemplated by the Operative Documents and Governmental Approvals applicable to such parties other than under the law of the State of New York or the laws of the United States of America) is or will be required (A) in connection with the participation by the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder in the consummation of the Lease Financing or (B) to be obtained by any of such Persons during the Lease Term, except in the case of either clause (i) or (ii), such Governmental Approvals (1) as may be required by Applicable Law not now in effect, (2) as may be required in consequence of any transfer of ownership of the Undivided Interest by the Owner Trust, (3) as would be required by Applicable Law upon termination or expiration of the Lease in connection with taking possession of an interest in any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site Lease, (4) as may be required by Applicable Law, if, after termination or 13 expiration of the Lease, AEE or any other Person should provide transmission services for the Owner Trust, (5) as may be required in consequence of any exercise of remedies or other rights by any such Person in connection with taking possession of an interest in the Facility or the property purported to be covered by the Site Lease, or (6) required as filings pursuant to the terms of a Governmental Approval (which filings AEE agrees to make promptly when required) and other types of routine operating plans and filings required under Applicable Law. All of the Governmental Approvals set forth on Schedule 3.1(d)(i) have been validly issued, a...