Common use of Governmental Filings; No Violations; Certain Contracts Clause in Contracts

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or earlier termination of applicable waiting periods thereunder, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), (F) with the FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions and the other transactions contemplated by this Agreement, except those which the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices toExcept for (i) compliance with, and consentsfilings under, registrations, approvals, permits and authorizations (A) pursuant to Section 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (ii) compliance with, and filings under, the Exchange Act and the expiration or earlier termination Securities Act, including, if applicable pursuant to this Agreement, the filing with the SEC of applicable waiting periods thereunder, (Ex) under a proxy statement in definitive form relating to the Securities Exchange Act of 1934 Stockholders Meeting to be held in connection with this Agreement and the rules and regulations promulgated thereundertransactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as amended defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Exchange ActWritten Consent Information Statement”), (Fy) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the FERC pursuant to transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “Federal Power ActFPA“); (v) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) and under the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the New York Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of controlService Law, as applicable, of radio licenses, including pointamended; (vii) required pre-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control approvals (the “FCC Approval” and, together Pre-Approvals”) of license transfers with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company Federal Communications Commission (the “Vermont Insurance ApprovalFCC”); (viii) and except compliance with the applicable requirements of the NYSE; (ix) such other items as set forth disclosed in Section 5.1(d)(i6.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”), no noticesPermit or Order or action of, reports registration, declaration or other filings are required filing with or notice to be made by the Company or any of its Subsidiaries withcourt, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or localstate, domestic local or foreign governmental or regulatory authority, agencybody (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof)), commission, body, arbitrator, court, regional reliability entity (including agency or instrumentality of the TRE), ERCOT, foregoing or any other legislative, executive or judicial governmental entityauthority (each, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution, execution and delivery and performance of this Agreement by the Company and Company, the consummation performance by the Company or any of its Subsidiaries obligations hereunder or consummation of the Closing Date Transactions Offer, the Merger and the other transactions contemplated hereby by the Company, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement, except those which the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained (A) pursuant to Section 1.5or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and ), including the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (“Competition Law”), (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), and the Securities Act, (F) with to or from the FERC Federal Energy Regulatory Commission (the “FERC”) pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) in connection with for the issuance of the Private Letter Ruling in accordance with Section 7.1(f7.1(e), (I) with to or from the FCC Federal Communications Commission (the “FCC”) for the assignment and/or transfer of control, as applicable, of radio licenses, including licenses and point-to-point private microwave licenses held by the Company and/or and its Subsidiaries and the consent(s) approval of the FCC for such assignment and/or transfer of control (the “FCC Approval”), (J) with the Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (the “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (IJ) of this Section 5.1(d)(i), the “Company Approvals”), and (JL) to the approval of the Vermont Department of Financial Regulation Pension Benefit Guaranty Corporation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) any reportable event filings, and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entityentity (each, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) ), in connection with the execution, delivery and performance of this Agreement by the Company and its Subsidiaries of the consummation by Transaction Agreements to which the Company or any of its Subsidiaries is a party and the consummation by the Company and its Subsidiaries of the Closing Date Transactions and the other transactions contemplated by this AgreementEFH Subject Transactions, except those which are authorized by the PUCT or ERCOT to be obtained or made after the First Closing Date in the ordinary course of business or the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations Except for (A) pursuant to Section 1.5compliance with, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliatesfilings under, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (B) compliance with, and the expiration or earlier termination of applicable waiting periods thereunderfilings under, (E) under the Securities Exchange Act of 1934 1934, as amended, and the rules and regulations promulgated thereunder, as amended thereunder (the “Exchange Act”) and the Securities Act including the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”); (C) compliance with, and filings under, the applicable requirements of Antitrust Law, competition Law or other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the United States; (D) the filing of the Delaware Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (E) compliance with the applicable requirements of the New York Stock Exchange (the “NYSE”); (F) with the FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereundernotices, and the approval of the FERC thereunder (the “FERC Approval”)reports, (G) to filings, consents, registrations, permits or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) authorizations required in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), Carveout Transaction; and (IG) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth disclosed in Section 5.1(d)(i) of the Company Disclosure LetterLetter (the items set forth above in clauses (A) through (G), the “Company Required Governmental Approvals”), no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or from any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commissioninstrumentality, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, authority or any other legislative, executive or judicial governmental entityentity (each, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions Merger and the other transactions contemplated by this Agreementhereby, except those which that the failure to make or obtain has not had and would not haveobtain, as the case may be, is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially impede the ability of the Company to consummate the Merger.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations (A) pursuant proxy statement/prospectus to Section 1.5, (B) required as a result be sent to the shareholders of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) the Company in connection with the Chapter 11 CasesShareholders Meeting (such prospectus and proxy statement, as it may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”), (Dii) under (A) the filing of a Notification and Report Form by the Company pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Improvement Act of 1976, as amended 1976 (the “HSR Act”) and the expiration or earlier termination of applicable the waiting periods thereunder, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), (F) with the FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations period required thereunder, and (B) the approval of the FERC thereunder (the “FERC Approval”)receipt, (G) to termination or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of controlexpiration, as applicable, of radio licensesapprovals or waiting periods required under all other applicable Antitrust Laws, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as those set forth in on Section 5.1(d)(i5.4(a) of the Company Disclosure Letter, (iii) the applicable requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act and applicable state securities, takeover and “blue sky” Laws, (iv) any filings with the Federal Communications Commission (the “FCC”) as may be required pursuant to the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the FCC (the “Communications Laws”), (v) the filing of the Articles of Merger with the Secretary of State of the State of Indiana, and (vi) any notice pursuant to the rules and regulations of the New York Stock Exchange (the “NYSE”), there are no notices, reports reports, declarations, submissions or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries fromlicenses, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions and the other transactions contemplated by this Agreement, except those which the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.permits,

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or any of the Merger Sub Subs or any of their Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or earlier termination of applicable waiting periods thereunder, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), (F) with the FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (GF) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (HG) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (IH) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (C) through (IH) of this Section 5.1(d)(i), the “Company Approvals”), and (JI) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions and the other transactions contemplated by this Agreement, except those which the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their respective Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or earlier termination of applicable waiting periods thereunder, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), (F) with the FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (GF) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (HG) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (IH) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (C) through (IH) of this Section 5.1(d)(i), the “Company Approvals”), and (JI) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and EFIH and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions and the other transactions contemplated by this Agreement, except those which the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the filings, reports filings and/or notices to, and consents, registrations, approvals, permits and authorizations pursuant to (A) pursuant to Section 1.51.2, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (C) the requirements of the Arms Export Control Act as implemented by Section 122.4 of the International Traffic in Arms Regulations (“ITAR”) and (D) the expiration or earlier termination of applicable waiting periods thereunder, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunderof Nasdaq, as amended (ii) notice to the cognizant security agency (“Exchange ActCSA”) pursuant to the National Industrial Security Program Operating Manual, DODDIR 5220.22-M (“NISPOM”), of changes with respect to a company holding a facility security clearance (F) with the FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power ActFCL”) and implementation of any measures required by the FERC’s regulations thereunderCSA to maintain the FCL after the transactions contemplated by this Agreement, and (iii) the approval filing of the FERC thereunder (Articles of Merger with the “FERC Approval”)Secretary of State of the State of Georgia, (Giv) to the approvals or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) in connection with the issuance of the Private Letter Ruling in accordance with filings set forth on Section 7.1(f), (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s5.4(a) of the FCC for such assignment and/or transfer of control Company Disclosure Letter (the “FCC Approval” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i)collectively, the “Company Approvals”), ) and (Jv) the approval of the Vermont Department of Financial Regulation approvals or filings required to be obtained or made with respect to the change of control of EFH Vermont Insurance Company any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, administrative, executive or judicial governmental entity or tribunal (the each a “Vermont Insurance ApprovalGovernmental Entity”) and except as with jurisdiction over enforcement of any applicable antitrust or competition Laws (each of which are set forth in on Section 5.1(d)(i5.4(a) of the Company Disclosure Letter, ): no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions Offer, the Merger and the other transactions contemplated by this Agreementhereby, except those which that the failure to make or obtain has not had and would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the Company’s ability to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other than filings under the filingsHSR Act, reports and/or notices toif required, (ii) compliance with, and consentsfilings under, registrationsthe Exchange Act and the Securities Act, approvalsincluding the filing with the SEC of a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments or supplements thereto, permits the “Schedule 13E-3”) and authorizations a proxy statement relating to the Stockholders Meeting to be held in connection with this Agreement, the Merger and the other transactions contemplated hereunder (A) pursuant to Section 1.5together with any amendments or supplements thereto, the “Proxy Statement”), (Biii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) in connection with the Chapter 11 Casestransactions contemplated hereby, (Div) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act filing of 1976, as amended (the “HSR Act”) and Certificate of Merger with the expiration or earlier termination Secretary of applicable waiting periods thereunderState of the State of Delaware, (Ev) under compliance with the Securities Exchange Act applicable requirements of 1934 the NASDAQ, (vi) notices, reports or other filings as may be required by the DPA and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), (F) with the FERC pursuant thereunder or any other legal requirement applicable to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”)obtaining CFIUS Clearance, and (Jvii) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except such other items as set forth disclosed in Section 5.1(d)(i5.4(a) of the Company Disclosure LetterLetter (the “Other Approvals”), no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by the Company or from any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE)instrumentality, ERCOT, authority or any other legislative, executive or judicial governmental entityentity (each, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and or the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions Merger and the other transactions contemplated by this Agreementhereby, except those which that the failure to make or obtain has not had and obtain, as the case may be, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports filings and/or notices to, and consents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.51.3, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), any other applicable antitrust laws and any other antirust, competition or similar Laws of any foreign jurisdiction, (C) the filing with the U.S. Securities and Exchange Commission (“SEC”) of the preliminary proxy statement and the Proxy Statement and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the U.S. Securities Act of 1933, as amended (the “HSR Act”) and the expiration or earlier termination of applicable waiting periods thereunder, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), and in which the Proxy Statement will be included as a prospectus (F) together with any amendments or supplements thereto, the FERC pursuant to Section 203 “Form S-4”), and the declaration of effectiveness of the Federal Power Act Form S-4, (D) under the rules of NASDAQ National Market (“Federal Power ActNASDAQ”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (GE) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Actany applicable foreign or state securities or blue sky laws (collectively, the PUCT’s regulations thereunder and the approval of the PUCT thereunder clauses (the “PUCT Approval”), (H) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (CA) through (I) of this Section 5.1(d)(iE), the “Company Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions and the other transactions contemplated by this AgreementTransactions, except those which that the failure to make or obtain has not had and would not havenot, (x) individually or in the aggregate, be reasonably likely to have a Company Material Adverse EffectChange or (y) prevent, materially delay or materially impair the consummation of the Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations Except for (A) pursuant to Section 1.5compliance with, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliatesfilings under, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”), (B) the filing of the Intermediate Delaware Certificate of Merger and the Delaware Certificate of Merger and other appropriate merger documents required by the LLCA with the Secretary of State of the State of Delaware, (C) a notification under Section 1-302(g) and Section 2-302.b of the expiration or earlier termination of applicable waiting periods thereunder, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended National Industrial Security Program Operating Manual (the “Exchange ActNISPOM”), (FD) compliance with and filings under the FERC pursuant to Section 203 of the Federal Power Act International Traffic in Arms Regulations (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC ApprovalITAR”), and (GE) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) such other items as disclosed in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s3.1(e)(i) of the FCC for such assignment and/or transfer of control Company Disclosure Letter (the “FCC Approval” and, together with the other items referred to set forth above in subsections clauses (CA) through (I) of this Section 5.1(d)(iE), the “Company Required Governmental Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commissioninstrumentality, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, authority or any other legislative, executive or judicial governmental entityentity or court (each, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation of the Intermediate Merger and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions Merger and the other transactions contemplated by this Agreementhereby, except those which that the failure to make or obtain has not had and obtain, as the case may be, would not havereasonably be expected to, individually or in the aggregate, a (A) materially and adversely affect the ability of the Company Material Adverse Effectto carry out its obligations hereunder or consummate the transactions contemplated hereby or (B) materially and adversely affect the ability of the Company and its Subsidiaries to carry on their business as it is now being conducted.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports filings and/or notices to, and consents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.51.3, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their AffiliatesSub, (C) in connection with the Chapter 11 Cases, (D) under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or earlier termination of applicable waiting periods thereunder, (D) under the Exchange Act, (E) under rules promulgated by the Securities Exchange Act of 1934 NYSE and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”)Chicago Stock Exchange, (F) with the FERC Federal Energy Regulatory Commission (“FERC”) pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from with the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder Federal Communications Commission (the “PUCT ApprovalFCC”), (H) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including licenses and point-to-point private microwave licenses held indirectly by the Company and/or its Subsidiaries and the consent(s) approval of the FCC for such assignment and/or transfer of control (the “FCC Approval”) and (H) with the Nuclear Regulatory Commission (the “NRC”) for approval of any indirect license transfer deemed to be created by the Merger and the approval of the NRC for such transfer (the “NRC Approval” and, together with the other items approvals referred to in subsections Subsections (C) through (IG) of this Section 5.1(d)(i), the “Company Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE)transmission organization, ERCOT, or any other legislative, executive or judicial governmental entity, excluding in each case, the Bankruptcy Court entity (subject to the foregoing exclusion, each a “Governmental Entity”) ), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions Merger and the other transactions contemplated by this Agreementhereby, except those which those, the failure to make or obtain has not had and which would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations Except for (A) pursuant to Section 1.5compliance with, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliatesfilings under, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (B) compliance with, and filings under, the Exchange Act and the expiration or earlier termination of applicable waiting periods thereunder, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended including the filing with the SEC of an information statement of the type contemplated by Rule 14c-2 under the Exchange Act in connection with this Agreement, the Merger and the Transactions (together with any amendments or supplements thereto, the “Exchange ActInformation Statement”) or of a proxy statement in lieu thereof as contemplated by Section 6.4(a) (together with any amendments or supplements thereto, the “Proxy Statement”); (C) compliance with state securities, (F) with the FERC pursuant to Section 203 of the Federal Power Act (the takeover and “Federal Power Act”) blue sky” Laws and the FERC’s regulations thereunder, and the approval filing of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) documents with various state securities authorities that may be required in connection with the issuance Merger and the Transactions; (D) the filing of the Private Letter Ruling in accordance Certificate of Merger and other appropriate merger documents required by the DGCL with Section 7.1(fthe Secretary of State of the State of Delaware; (E) compliance with any filings as may be required under applicable Environmental Laws; (F) compliance with the applicable requirements of the New York Stock Exchange (the “NYSE”); (G) compliance with, and filings under, any applicable requirements of the Cable Communications Policy Act of 1984 as amended by the Cable Television Consumer Protection and Competition Act of 1992, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, and the rules and regulations of the Federal Communications Commission (“the FCC”) promulgated pursuant thereto (collectively, the “Federal Communications Law”); (H) compliance with, and filings under, any applicable requirements of U.S. domestic state public utility commissions and similar U.S. domestic state authorities; (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”)compliance with, and filings under, any applicable U.S. domestic state statutes or local franchise ordinances and agreements; (J) the approval filing of a joint voluntary notice with the Committee on Foreign Investment in the United States (“CFIUS” pursuant to Section 721 of Title VII of the Vermont Department Defense Production Act of Financial Regulation with respect to 1950, as amended by the change Foreign Investment and National Security Act of control of EFH Vermont Insurance Company 2007, P.L. 110-49, 000 Xxxx. 000. and otherwise (the “Vermont Insurance Approval”codified at 50 U.S.C. App. 2170) and except regulations thereto, codified at 31 C.F.R. Part 800, et seq., as set forth amended (“Section 271”)) in accordance with the requirements of Section 5.1(d)(i) of the Company Disclosure Letter271, no filings, notices, reports or other filings are required to be made by the Company or any of its Subsidiaries withreports, nor are any consents, registrations, approvals, permits or authorizations are required to be made by the Company with, nor are any required to be obtained by the Company or any of its Subsidiaries from, any federaldomestic, state foreign or localtransnational governmental, domestic quasi-governmental, regulatory or foreign governmental or self-regulatory authority, agency, commission, body, arbitrator, department or instrumentality or any court, regional reliability tribunal or arbitrator or other entity (including the TRE), ERCOT, or any subdivision thereof or other legislative, executive or judicial governmental entityentity of any nature (each, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and or the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions Merger and the other transactions contemplated by this AgreementTransactions, except those which that the failure to make or obtain has not had and obtain, as the case may be, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filings, reports and/or notices tonotices, and reports, consents, registrations, approvals, permits and permits, waivers, expirations of waiting periods or authorizations (A) pursuant to, in compliance with or required to Section 1.5be made under, (Bi) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliatesthe DGCL, (Cii) in connection with the Chapter 11 CasesSecurities Act and the Exchange Act, (Diii) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or earlier termination of applicable waiting periods thereunder, (Eiv) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (of the “Exchange Act”)NYSE, (Fv) with the FERC pursuant to Section 203 of the Federal Power Act (the state securities, takeover and “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approvalblue sky” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”), Laws and (Jvi) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as those set forth in Section 5.1(d)(i6.4(a)(vi) of the Company Clover Disclosure Letter, no (the filings, notices, reports or other filings are required to be made by the Company or any of its Subsidiaries withreports, nor are any consents, registrations, approvals, permits permits, waivers, expirations of waiting periods and authorizations contemplated by the foregoing clauses (i) through (vi), the “Clover Approvals”), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Company Clover or any of its Subsidiaries Merger Sub from, any federal, state or local, domestic to be given by Clover or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOTMerger Sub to, or to be made by Clover or Merger Sub with, any other legislativeGovernmental Authority, executive or judicial governmental entity, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance by Clover and Merger Sub of this Agreement by and the Company Transaction Documents to which it is, or will be a party to as of the Effective Time and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions Merger and the other transactions contemplated by this Agreementhereby and thereby, or in connection with the continuing operation of the business of Clover and its Subsidiaries after the Effective Time, except those which the failure to make make, give or obtain has not had and would not havenot, individually or in the aggregate, reasonably be expected to result in a Company Clover Material Adverse EffectEffect or have a material adverse effect on the ability of Clover to perform its obligations hereunder or under the Transaction Documents or to consummate the transactions contemplated hereby or thereby, taken as a whole.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations (A) pursuant the proxy statement to Section 1.5, (B) required as a result be sent to the stockholders of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) the Company in connection with the Chapter 11 CasesStockholders’ Meeting (such proxy statement, as it may be amended or supplemented from time to time, the “Proxy Statement”); (DB) under (1) the filing of a Notification and Report Form by the Company pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, (the “HSR Act”) and the termination or expiration of the waiting period required thereunder; (2) such filings set forth in Section 5.1(d)(i)(B) of the Company Disclosure Letter that the Company has determined in good faith, after consultation with Parent and outside counsel, are necessary to obtain the receipt, termination or earlier termination expiration, as applicable, of applicable approvals or waiting periods thereunderrequired under all other applicable Antitrust Laws of any jurisdiction; and (3) any other filings necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws of any jurisdiction that result from any facts and circumstances relating to Parent or its Affiliates, including Merger Sub (other than the identity of Parent and its Affiliates, including Merger Sub, and other facts and circumstances relating to Parent and its Affiliates, including Merger Sub, known by the Company or its outside antitrust counsel prior to the date of this Agreement) ((B)(1), (EB)(2) under and (B)(3) above, collectively, the “Antitrust Consents”); (C) filings required by the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder1933, as amended (the “Exchange Securities Act”), the Exchange Act and state securities, takeover and “blue sky” Laws; (FD) the filing of the Delaware Certificate of Merger with the FERC pursuant to Section 203 Secretary of State of the Federal Power Act State of Delaware; and (the “Federal Power Act”E) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the PUCT any notice pursuant to the Public Utility Regulatory Actrules and regulations of the NASDAQ Global Select Market, the PUCT’s regulations thereunder and the approval of the PUCT thereunder UK Financial Conduct Authority (the “PUCT Approval”), (H) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with its predecessor entity the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i)Financial Services Authority, the “Company ApprovalsFCA”) or the London Stock Exchange (including the Listing Rules and the Disclosure and Transparency Rules issued by the FCA) (collectively, the “Other Governmental Consents”), and (J) assuming the approval accuracy of the Vermont Department representations and warranties of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) Parent and except as set forth Merger Sub in Section 5.1(d)(i) of the Company Disclosure Letter5.2(d), no notices, reports reports, declarations, submissions or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits Licenses, permits, Orders or authorizations required to be obtained by the Company or any of its Subsidiaries fromfrom (collectively, “Consents”), any supranational, national, federal, state state, county, provincial, municipal, local or localother political subdivision, whether domestic or foreign foreign, of any governmental, quasi-governmental or regulatory authority, agency, commission, body, arbitratordivision, courtdepartment, regional reliability entity (including the TRE)bureau, ERCOT, court or any other legislative, executive executive, judicial, taxing or judicial administrative governmental entity, excluding in each caseorganized securities exchange or arbitral tribunal of competent jurisdiction (each, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) ), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions Merger and the other transactions contemplated by this AgreementTransactions, except those which the failure as may result from any facts or circumstances relating to make Parent or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.its

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations Except for (A) pursuant to Section 1.5compliance with, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliatesfilings under, (C) in connection with the Chapter 11 Cases, (D) under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (B) compliance with, and the expiration or earlier termination of applicable waiting periods thereunderfilings under, (E) under the Securities Exchange Act of 1934 1934, as amended, and the rules and regulations promulgated thereunder, as amended thereunder (the “Exchange Act”), (F) and the Securities Act including the filing with the FERC pursuant to Section 203 of the Federal Power Act Securities and Exchange Commission (the “Federal Power ActSEC”) of a proxy statement relating to the Shareholders Meeting to be held in connection with this Agreement and the FERC’s regulations thereunderMerger Transactions (together with any amendments or supplements thereto, and the approval “Proxy Statement”); (C) the filing of the FERC thereunder Articles of Merger and other appropriate merger documents required by the PBCL with the Department of State of the Commonwealth of Pennsylvania; (D) compliance with the applicable requirements of the New York Stock Exchange (the “FERC ApprovalNYSE”); (E) notices, (G) to reports, filings, consents, registrations, permits or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) authorizations required in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), Carveout Transactions; and (IF) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth disclosed in Section 5.1(d)(i) of the Company Disclosure LetterLetter (the items set forth above in clauses (A) through (F), the “Company Required Governmental Approvals”), no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or from any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commissioninstrumentality, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, authority or any other legislative, executive or judicial governmental entityentity (each, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions and the other transactions contemplated by this AgreementMerger Transactions, except those which that the failure to make or obtain has not had and would not haveobtain, as the case may be, is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially impede the ability of the Company to consummate the Merger.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations Except for (A) pursuant to Section 1.5compliance with, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliatesfilings under, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (B) compliance with, and the expiration or earlier termination of applicable waiting periods thereunderfilings under, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder1934, as amended (the “Exchange Act”)) and the Securities Act and the rules and regulations promulgated thereunder, (F) including the filing with the FERC pursuant to Section 203 of the Federal Power Act Securities and Exchange Commission (the “Federal Power ActSEC”) of a proxy statement relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) and the FERC’s regulations thereunderrelated Rule 13e-3 Transaction Statement on Schedule 13E-3 (including any amendments or supplements thereto, the “Schedule 13E-3”) (C) compliance with state securities, takeover and “blue sky” Laws and the approval filing of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) documents with various state securities authorities that may be required in connection with the issuance transactions contemplated hereby; (D) the filing of the Private Letter Ruling in accordance with Section 7.1(f), (I) Delaware Certificate of Merger and other appropriate merger documents required by the DGCL with the FCC for Secretary of State of the assignment and/or transfer State of control, Delaware; (E) compliance with the applicable requirements of the Nasdaq Global Select Market (the “Nasdaq”); and (F) such other items as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(sdisclosed in Section 5.1(e)(i) of the FCC for such assignment and/or transfer of control Company Disclosure Letter (the “FCC Approval” and, together with the other items referred to set forth above in subsections clauses (CA) through (I) of this Section 5.1(d)(iF), the “Company Required Governmental Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by the Company or from any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commissioninstrumentality, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, authority or any other legislative, executive or judicial governmental entityentity or court (each, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and or the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions Merger and the other transactions contemplated by this Agreementhereby, except those which that the failure to make or obtain has not had and obtain, as the case may be, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other than the filings, reports and/or notices tocompliance with, and consentsfilings under, registrations, approvals, permits and authorizations (A) pursuant to Section 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”); (ii) compliance with, and the expiration or earlier termination of applicable waiting periods thereunderfilings under, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder1934, as amended (the “Exchange Act”)) and the Securities Act and the rules and regulations promulgated thereunder, (F) including the filing with the FERC pursuant to Section 203 of the Federal Power Act Securities and Exchange Commission (the “Federal Power ActSEC”) of a proxy statement relating to the Shareholders Meeting to be held in connection with this Agreement and the FERC’s regulations thereundertransactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”); (iii) compliance with state securities, takeover and “blue sky” Laws and the approval filing of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) documents with various state securities authorities that may be required in connection with the issuance transactions contemplated hereby; (iv) the filing with the Department of State of the Private Letter Ruling in accordance with Section 7.1(f), Commonwealth of Pennsylvania the Articles of Merger; (Iv) compliance with the FCC for applicable requirements of the assignment and/or transfer New York Stock Exchange (the “NYSE”); (vi) compliance with the applicable requirements of control, antitrust or other competition laws of jurisdictions other than the United States (“Foreign Antitrust Laws”); and (vii) such other items as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(sdisclosed in Section 5.04(a) of the FCC for such assignment and/or transfer of control Company Disclosure Letter (the “FCC Approval” and, together with the other items referred to set forth above in subsections clauses (Ci) through (I) of this Section 5.1(d)(ivii), the “Company Required Governmental Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authoritybody, commission, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE)instrumentality, ERCOT, authority or any other legislative, executive or judicial governmental entityentity (each, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and or the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions Merger and the other transactions contemplated by this Agreementhereby, except those which that the failure to make or obtain has not had and obtain, as the case may be, would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.