Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any Foreign Competition Laws, the Exchange Act and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the NYSE, (v) as may be required with or to the FCC under the Communications Laws and (vi) as may be required with or to the Foreign Regulators pursuant to Foreign Regulatory Laws, no filings, notices and/or reports are required to be made by Parent, Holdco, the Merger Subs or their Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by Parent, Holdco, the Merger Subs or their Subsidiaries from, any Governmental Entity, in connection with the execution, delivery and performance by each of Parent, Holdco and the Merger Subs of the Transaction Documents to which it is or is contemplated to be a party and the consummation by Parent, Holdco and the Merger Subs of the Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. The representations and warranties set forth in this Section 4.04(a) shall apply with respect to the Amended and Restated Agreement and are made as of the Execution Date.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any Foreign Competition Laws, the Exchange Act and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the NYSE, (v) as may be required with or to the FCC under the Communications Laws and (vi) as may be required with or to the Foreign Regulators pursuant to Foreign Regulatory Laws, no filings, notices and/or reports are required to be made by Parent, Holdco, the Merger Subs or their Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by Parent, Holdco, the Merger Subs or their Subsidiaries from, any Governmental Entity, in connection with the execution, delivery and performance by each of Parent, Holdco Parent and the Merger Subs of the Transaction Documents to which it is or is contemplated to be a party and the consummation by Parent, Holdco Parent and the Merger Subs of the Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. The representations and warranties set forth in this Section 4.04(a) shall apply with respect to the Amended and Restated Agreement and are made as of the Execution Date.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (iA) pursuant to Section 1.031.3, (iiB) required under the HSR Act or any Foreign Competition LawsLaws in connection with the Merger, the Exchange Act and the Securities Act, (iiiC) required to comply with state securities or “blue-sky” Laws, Laws and (ivD) as may be required with or to the NYSE, (v) as may be required with or foreign and transnational Governmental Entities pursuant to the FCC under the Communications applicable Foreign Regulatory Laws and (vi) as may be required with or to the Foreign Regulators pursuant to Foreign Regulatory LawsRegulators, no filings, notices and/or reports are required to be made by Parent, Holdco, the Parent or Merger Subs Sub or their Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by Parent, Holdco, the Parent or Merger Subs Sub or their Subsidiaries from, from any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by each of Parent, Holdco Parent and the Merger Subs of the Transaction Documents to which it is or is contemplated to be a party and Sub and/or the consummation by Parent, Holdco Parent and Merger Sub of the Merger and the Merger Subs of the Transactionsother transactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect. The representations and warranties set forth in this Section 4.04(a) shall apply with respect Effect or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Amended and Restated Agreement and are made as of the Execution DateMerger.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (iA) pursuant to Section 1.031.3, (iiB) required under the HSR Act or any Foreign Competition LawsLaws in connection with the Mergers, the Exchange Act and the Securities Act, (iiiC) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the NYSE, (vD) as may be required with or to the FCC under the Communications Laws, (E) as may be required with or to the PUCs and other local and state Governmental Entities pursuant to applicable local and state Utilities Laws and (viF) as may be required with or to the Foreign Regulators pursuant to Foreign Regulatory Laws, no filings, notices and/or reports are required to be made by Parent, Holdco, the Merger Subs Parent or their Subsidiaries Corporate Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by Parent, Holdco, the Merger Subs Parent or their Subsidiaries Corporate Sub from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by each of Parent, Holdco Parent and Merger Subs and the consummation by Parent and Merger Subs of the Transaction Documents to which it is or is contemplated to be a party Mergers and the consummation by Parent, Holdco and the Merger Subs of the Transactionsother transactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect. The representations and warranties set forth in this Section 4.04(a) shall apply with respect to the Amended and Restated Agreement and are made as of the Execution Date.

Governmental Filings; No Violations. (ai) Other than the necessary reports, filings, notices, reportsregistrations, consents, registrations, approvals, permits, expirations of waiting periods or authorizations and/or notices (iA) pursuant to Section 1.031.3, (iiB) required under the HSR Act or any Foreign Competition LawsAct, the Securities Act, the Exchange Act and the Securities ActExon-Xxxxxx, (iiiC) to comply with the rules and regulations of the LSE, (D) required to comply be made with state securities or “blue-sky” Lawsthe NYSE, (ivE) as may be required with or to the NYSESEC pursuant to PUHCA or the FERC pursuant to the Power Act, (vF) as may be required with or pursuant to the FCC under United Kingdom's Electricity Xxx 0000 and the Communications Laws and Fair Trading Xxx 0000, (viG) as may be required in connection with the Parent Requisite Vote, or to (H) identified in Section 5.2(d) of the Foreign Regulators pursuant to Foreign Regulatory LawsParent Disclosure Letter (collectively, the "PARENT REQUIRED STATUTORY APPROVALS"), no filingsnotices, notices and/or reports or other filings are required to be made by Parent, Holdco, the Parent or Merger Subs or their Subsidiaries Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by Parent, Holdco, the Parent or Merger Subs or their Subsidiaries Sub from, any Governmental Entity, in connection with the execution, execution and delivery of this Agreement by Parent and performance by each of Parent, Holdco and the Merger Subs of the Transaction Documents to which it is or is contemplated to be a party Sub and the consummation by Parent, Holdco Parent and Merger Sub of the Merger and the Merger Subs of the Transactionsother transactions contemplated hereby, except, in each case, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. The representations and warranties set forth in this Section 4.04(a) shall apply with respect to the Amended and Restated Agreement and are made as of the Execution Date.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (iA) pursuant to Section 1.031.3, (iiB) required under the HSR Act or any Foreign Competition LawsLaws in connection with the Mergers, the Exchange Act and the Securities Act, (iiiC) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the NYSE, (vD) as may be required with or to the FCC under the Communications Laws, (E) as may be required with or to the PUCs and other local and state Governmental Entities pursuant to applicable local and state Utilities Laws and (viF) as may be required with or to the Foreign Regulators pursuant to Foreign Regulatory Laws, no filings, notices and/or reports are required to be made by Parent, Holdco, the Merger Subs Parent or their Subsidiaries Corporate Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by Parent, Holdco, the Merger Subs Parent or their Subsidiaries Corporate Sub from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by each of Parent, Holdco Parent and Merger Subs and the consummation by Xxxxxx and Merger Subs of the Transaction Documents to which it is or is contemplated to be a party Mergers and the consummation by Parent, Holdco and the Merger Subs of the Transactionsother transactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect. The representations and warranties set forth in this Section 4.04(a) shall apply with respect to the Amended and Restated Agreement and are made as of the Execution Date.