Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (i) Other than any reports, filings, registrations, approvals and/or notices (A) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act of 1933, as amended (and the rules and regulations promulgated thereunder, the “Securities Act”), the Securities Exchange Act of 1934, as amended (and the rules and regulations promulgated thereunder, the “Exchange Act”) and state securities, takeover and “blue sky” Laws, (B) with or from the Governmental Entities listed on Section 3.1(d) of the Company Disclosure Schedules and (C) to comply with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) and The NASDAQ Stock Market, LLC (“NASDAQ”) (items (A) through (C) (inclusive), the “Company Required Statutory Approvals”), no notices, reports, registrations or other filings are required to be made by Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Company from, any United States or non-United States federal, state, or local governmental or regulatory authority, agency, commission, body or other governmental entity (each a “Governmental Entity”), in connection with the execution and delivery by Company of this Agreement and the consummation by Company of the Merger and the other transactions contemplated hereby, except for those that the failure to make or obtain are not reasonably likely to, either individually or in the aggregate, prevent, materially delay or materially impair the ability of Company to consummate the Merger and the other transactions contemplated hereby.

Governmental Filings; No Violations. (i) Other than any reports, filings, registrations, approvals and/or notices (Ai) under the filings by the Company required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 0000 (the “HSR Act”xxx "XXX Xxx"), (xx) the Securities applicable requirements of the Exchange Act of 1933, as amended (and the rules and regulations promulgated thereunder, (iii) the “Securities Act”)filing and recordation of appropriate merger documents as required by the DGCL, the Securities Exchange Act of 1934, as amended and (and the rules and regulations promulgated thereunder, the “Exchange Act”iv) and state securities, takeover and “blue sky” Laws, (B) any filing with or approvals from the Governmental Entities listed on Section 3.1(d) authorities required solely by virtue of the Company Disclosure Schedules jurisdictions in which Parent or its subsidiaries conduct any business or own any assets (the filings and approvals referred to in clauses (C) to comply with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) and The NASDAQ Stock Market, LLC (“NASDAQ”) (items (Ai) through (Civ) (inclusive), collectively referred to as the “Company Required Statutory Approvals”"Regulatory Filings"), no notices, reports, registrations reports or other filings are required to be made by the Company or its Subsidiary with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or its Subsidiary from, any United States or non-United States federal, state, or local governmental or regulatory authority, agency, commission, body commission or other governmental entity entity, domestic or foreign (each a “"Governmental Entity”"), in connection with the execution and delivery by Company of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except for those that the failure to make other than such notices, reports or obtain other filings which are not reasonably likely tomaterial and which, either if not made or obtained, individually or and in the aggregate, prevent, materially delay or materially would not reasonably be likely to impair in any material respect the ability of Company Parent or Merger Sub to consummate perform its obligations under this Agreement or prevent or materially impede or delay the Merger and consummation of the other transactions contemplated herebyhereby or subject Parent, Merger Sub, the Company, its Subsidiary or any of their officers, directors or employees to any criminal liability.

Governmental Filings; No Violations. (i) Other than any reports, filings, registrations, approvals and/or notices (A) required to be made pursuant to Section 1.2, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act of 1933, as amended (and the rules and regulations promulgated thereunder, the “Securities Act”), the Securities Exchange Act of 1934, as amended (and the rules and regulations promulgated thereunder, the “Exchange Act”) and state securities, takeover and “blue sky” Lawslaws, (BC) the filings with or approvals from the Governmental Entities required solely by virtue of the jurisdictions in which Company or its Subsidiaries conduct business or own any assets listed on Section 3.1(d2.1(d) of the Company Disclosure Schedules and (Ccollectively, the “Foreign Antitrust Filings”), (D) to comply with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), and (E) filings within the rules and The NASDAQ Stock Marketregulations of NASDAQ, LLC the PSEC and the corresponding disclosures required by the PSE and the Philippine Economic Zone Authority (“NASDAQPEZA”) (items (AB) through (CE) (inclusive), the “Company Required Statutory Approvals”), no notices, reports, registrations or other filings are required to be made by Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Company from, any United States federal, state or non-United States federallocal, Philippine or other foreign, state, or local governmental or regulatory authority, agency, commission, body or other governmental entity (each a “Governmental Entity”), in connection with the execution and delivery by Company of this Agreement and the consummation by Company of the Merger Offer and the other transactions contemplated hereby, except for those that the failure to make or obtain are not reasonably likely to, either individually or in the aggregate, to be material to Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of Company to consummate the Merger and the other transactions contemplated herebyby this Agreement.

Governmental Filings; No Violations. (i) Other than (A) any reports, filings, registrations, approvals approvals, compliance and/or notices (AI) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act of 1933, as amended (and the rules and regulations promulgated thereunder, the “Securities Act”), the Securities Exchange Act of 1934, as amended (and the “Exchange Act”), The Securities Regulation Code of the Philippines, including the rules and regulations promulgated thereunder, thereunder (the “Exchange ActSRC”) ), and state securities, takeover and “blue sky” Lawslaws, (BII) with or from the Governmental Entities required solely by virtue of the jurisdictions in which the Company or its Subsidiaries conduct business or own any assets listed on Section 3.1(d) of the Company Disclosure Schedules and Schedule (Ccollectively, the “Ares Foreign Antitrust Filings”), (III) to comply with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), (IV) under the rules and regulations of NASDAQ, the Philippine Securities and Exchange Commission (the “PSEC”) and The NASDAQ the corresponding disclosures required by the Philippine Stock Market, LLC Exchange (“NASDAQPSE”) and the Philippine Economic Zone Authority (“PEZA”), and (B) tax payments to, and filings with, and tax clearance and certificate authorizing registration from, the Philippines Bureau of Internal Revenue (the “BIR”) (items (AA.I.) through (CA.IV.) and (B) (inclusive), the “Company Required Statutory Approvals”), no notices, reports, registrations or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any United States federal, state or non-United States federallocal, Philippines or other foreign, state, or local or national governmental or regulatory authority, agency, commission, body or other governmental entity (each a “Governmental Entity”), in connection with the execution and delivery by Company of this Agreement and the consummation by Company of the Merger Exchange and the other transactions contemplated hereby, except for those that the failure to make or obtain are not reasonably likely tolikely, either individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated herebyby this Agreement.

Governmental Filings; No Violations. (i) Other than any reports, filings, registrations, approvals and/or notices (A) the filings pursuant to Section 1.3, (B) the notification under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act Xxxxxxxxxxxx Xxx of 1976, as amended (the “"HSR Act”"), the Exchange Act and the Securities Act of 1933, as amended (and the rules and regulations promulgated thereunder, the “"Securities Act”"), (C) the Securities Exchange filings and/or notices to comply with state securities or "blue-sky" laws, (D) the necessary notices to and, if any, approvals of the Federal Communica tions Commission ("FCC") pursuant to the Communications Act of 1934, as amended amended, and (E) the necessary notices to and necessary approvals, if any, of the rules state public utility commissions or similar state regulatory bodies (each a "PUC") identified in its respective Disclosure Letter pursuant to applicable state laws regulating the telephone, mobile cellular, paging, cable television or other telecom- munications business ("Utilities Laws") (such filings and/or notices of SBC being the "SBC Required Consents" and regulations promulgated thereunder, the “Exchange Act”) and state securities, takeover and “blue sky” Laws, (B) with or from the Governmental Entities listed on Section 3.1(d) of the Company Disclosure Schedules and (C) to comply with being the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) and The NASDAQ Stock Market, LLC (“NASDAQ”) (items (A) through (C) (inclusive), the “"Company Required Statutory Approvals”Consents"), no notices, reports, registrations reports or other filings are required to be made by Company it to or with, nor are any consents, registrations, approvals, permits per mits or authorizations required to be obtained by Company it from, any United States or non-United States federal, state, or local governmental or regulatory authority, court, agency, commission, body or other governmental entity (each a “"Governmental Entity”"), in connection with the execution and delivery by Company of this Agreement and the Stock Option Agreement by it and the consummation by Company it of the Merger and the other transactions contemplated herebyhereby and thereby, except for those that the failure to make or obtain are not reasonably likely tonot, either individually or in the aggregate, reasonably likely to have a Material Adverse Effect on it or to prevent, materially delay or materially impair its ability to effect, the ability consummation by it of Company to consummate the Merger and transactions con templated by this Agreement or the other transactions contemplated herebyStock Option Agreement.

Governmental Filings; No Violations. (i) Other than any reports, the filings, registrations, notices and/or approvals and/or notices (A) pursuant to Section 1.3, (B) under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the “"HSR Act”), the Securities Act of 1933, as amended (and the rules and regulations promulgated thereunder, the “Securities Act”"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunderSecurities Act of 1933, as amended (the “Exchange "Securities Act”) and state securities"), takeover and “blue sky” Laws, (B) with or from the Governmental Entities listed on Section 3.1(d) of the Company Disclosure Schedules and (C) to comply with the rules and regulations state securities or "blue-sky" laws, (D) of the Financial Industry Regulatory Authority SEC pursuant to the PUHCA, the FERC pursuant to the Federal Power Act, as amended (“FINRA”the "Power Act") and The NASDAQ Stock Marketthe NRC pursuant to the Atomic Energy Act, LLC as amended (“NASDAQ”) (items (A) through (C) (inclusivethe "AEA"), (E) of federal or state regulatory bodies pursuant to Environmental Laws (as defined in Section 5.1(k)), and (F) of the “Company Required Statutory Approvals”)state public utility commissions or similar state regulatory bodies identified in the respective Disclosure Letter pursuant to applicable state laws regulating the electric utility business, no notices, reports, registrations reports or other filings are required to be made by Company it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Company it from, any United States or non-United States federal, state, or local governmental or regulatory authority, agency, commission, body or other governmental entity (each a “"Governmental Entity”"), in connection with the execution and delivery by Company of this Agreement and the Stock Option Agreement by it and the consummation by Company it of the Merger and the other transactions contemplated herebyhereby and thereby, except for those that the failure to make or obtain are not reasonably likely tonot, either individually or in the aggregate, reasonably likely to have a Material Adverse Effect on it or prevent, materially delay or materially impair the ability of Company it to consummate the Merger transactions contemplated by this Agreement and the other transactions contemplated herebyStock Option Agreement.

Governmental Filings; No Violations. (i) Other than any the reports, filings, registrations, approvals consents, approvals, permits, authorizations, applications and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act, (C) under any foreign competition laws, (D) under the Exchange Act, (E) under the Investment Company Act of 19761940, as amended (the “HSR "1940 Act”"), (F) under the Securities Investment Advisers Act of 19331940, as amended (the "Advisers Act"), (G) with the NYSE, (H) with the National Association of Securities Dealers, Inc. (the "NASD"), (I) with foreign, federal and state regulatory authorities governing banking (including the Office of Thrift Supervision and the rules Office of the Comptroller of the Currency), insurance premium finance, commercial collections, leasing, consumer finance, commercial finance and regulations promulgated thereundermortgage lending or servicing (the "Banking Authorities"), (J) with applicable foreign, federal and state regulatory authorities governing insurance (including the Commissioners of Insurance of Arizona, Connecticut, Minnesota, New York, Washington, and the insurance regulatory authorities and other applicable regulatory authorities in the United Kingdom, Mexico, Denmark, Canada, Japan, Puerto Rico, Guam, the “Securities Act”), the Securities Exchange Act of 1934, as amended (Netherlands and the rules and regulations promulgated thereunder, Cayman Islands) (the “Exchange Act”"Insurance Authorities") and state securities, takeover and “blue sky” Laws, (BK) with or from the Governmental Entities listed on as otherwise set forth in Section 3.1(d5.1(d) of the Company Disclosure Schedules and (C) to comply with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) and The NASDAQ Stock Market, LLC (“NASDAQ”) (items (A) through (C) (inclusive), the “Company Required Statutory Approvals”)Letter, no notices, reports, registrations 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 permits, applications or authorizations required to be obtained by the Company or any of its Subsidiaries from, any United States U.S. or non-United States federal, state, or local U.S. governmental or regulatory authority, agency, commission, tribunal, body or other governmental, quasi-governmental or self-regulatory entity (each a “"Governmental Entity”"), in connection with the execution and delivery by Company of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and thereby, except for those that the failure to make or obtain are not reasonably likely tonot, either individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger transactions contemplated by this Agreement and the other transactions contemplated herebyStock Option Agreement.

Governmental Filings; No Violations. (i) Other than any reports, filings, registrations, approvals and/or notices (A) required to be made pursuant to Section 2.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”ACT"), the Securities Act of 1933, as amended (and the rules and regulations promulgated thereunder, the “Securities Act”"SECURITIES ACT"), and the Securities Exchange Act of 19341934 (the "EXCHANGE ACT"), as amended (C) with, to or of the Federal Energy Regulatory Commission (the "FERC"), (D) with, to or of the Kentucky Public Service Commission, the Maryland Public Service Commission, the Public Utilities Commission of Ohio, the Pennsylvania Public Utility Commission, the Virginia State Corporation Commission and the rules and regulations promulgated thereunderWest Virginia Public Service Commission; (E) with, the “Exchange Act”) and state securities, takeover and “blue sky” Laws, (B) with to or from the Governmental Entities listed on Section 3.1(d) of the Company Disclosure Schedules Securities and Exchange Commission (the "SEC") under the 1935 Act; (F) to comply with applicable Environmental Laws (as defined in Section 5.1(k)); (G) with, to or of The Bermuda Registrar of Companies; (H) with, to or of the Vermont Commissioner of Banking, Insurance, Securities and Health Care Administration; and (CI) to comply with the rules and regulations of the Financial Industry Regulatory Authority New York Stock Exchange, Inc. (“FINRA”) and The NASDAQ Stock Market, LLC (“NASDAQ”) (items (A) through (C) (inclusive), the “Company Required Statutory Approvals”"NYSE"), no notices, reports, registrations or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any United States or non-United States federal, state, or local governmental or regulatory authority, agency, commission, body or other governmental entity (each a “Governmental Entity”"GOVERNMENTAL ENTITY"), in connection with the execution and delivery by Company of this Agreement by the Company and the consummation by the Company of the Company Merger and the other transactions contemplated hereby, except for those that the failure to make or obtain are not reasonably likely tonot, either individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated herebyby this Agreement.