Common use of Other Regulatory Approvals Clause in Contracts

Other Regulatory Approvals. Each party hereto shall cooperate and use best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use best efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties further agree to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b)). Each of the parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed). Each of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any party.

Other Regulatory Approvals. Each party hereto Party shall cooperate and use its reasonable best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use reasonable best efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties Parties further agree to use reasonable best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b))Law. Each of the parties Parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, documentation and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto Party (which shall not be unreasonably withheld or delayed). Each of the parties Parties shall make use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence (i) shall not include proposing, negotiating, negotiating or committing to and effectingaffect, by consent decree, agreeing to a hold separate order or otherwise, the sale, divestiture or disposition of such any material assets or businesses of the Purchaser or and its affiliates Affiliates (including their respective Subsidiaries), taken as a whole, but (ii) or may include agreeing to such limitations on its or their conduct or actions actions, other than as described in clause (i) of this sentence or that would have a material impact on the business of the Purchaser and its Affiliates, taken as a whole, as may be required in order to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceedingproceeding required in order to obtain the Seller Required Statutory Approvals or the Purchaser Required Statutory Approvals, which would otherwise have the effect of preventing or delaying the Closing Date beyond the Termination Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any partyparty as required in order to obtain the Seller Required Statutory Approvals or the Purchaser Required Statutory Approvals.

Other Regulatory Approvals. Each party hereto The Parties shall cooperate and use best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use exercise their respective reasonable best efforts to obtain all any necessary permits, consents, authorizations or approvals under the Communications Act and authorizations of all Governmental Authorities necessary or advisable other applicable Laws related to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory ApprovalsCommunications Authorizations (collectively, “Regulatory Authorizations”). The parties further agree to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b)). Each of the parties Parties shall (i) respond as promptly as practicable make, and cause their respective Affiliates to make, any inquiries filing or requests notice required to be made under the Communications Act and other applicable Laws related to the Communications Authorizations. The Parties shall use reasonable best efforts to furnish as promptly as reasonably practicable all information required for any application or other filing to be made pursuant to the Communications Act and other applicable Laws related to the Communications Authorizations. Each Party shall promptly notify the other of any substantive communication with, and furnish to the other Party, copies of any notices or written communications received from any Governmental Authority for additional information third party or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed). Each of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as Transactions, and shall permit each other an opportunity to enable review in advance, and shall consider in good faith the Closing Date other Party’s views in connection with, any proposed substantive written communications by either Party to occur as soon as reasonably possibleany Governmental Authority concerning the Transactions. The steps involved in Each Party agrees to provide to the preceding sentence shall include proposingother and its respective counsel, negotiating, committing to and effecting, the extent permitted by consent decree, hold separate order or otherwisethe applicable Governmental Authority, the saleopportunity, divestiture on reasonable advance notice, to participate in any substantive meetings or disposition discussions, either in person or by telephone, between a Party and/or any of such assets their Affiliates, agents or businesses advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the Transactions. Any materials exchanged in connection with this Section 8.10 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns of legal counsel of the Purchaser Parties; provided, however, that a Party may, as it deems advisable and necessary, designate any materials provided to the other Party under this Section 8.10 as “outside counsel only.” Notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.10 or any other provision of this Agreement shall require or obligate SPAC, the Company or any of its affiliates (including Subsidiaries, or any of their respective Subsidiaries) Affiliates to agree or agreeing to such limitations on its or their conduct or actions as may otherwise be required to, take any action or accept any condition or restriction in order to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any partyRegulatory Authorization.

Other Regulatory Approvals. Each party hereto shall cooperate and use its best efforts to promptly prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use best all commercially reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties further agree to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b)). Each of the parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed). Each of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrustincluding, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwisewithout limitation, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Enova Required Statutory Approvals and the Purchaser Pacific Required Statutory Approvals as soon as reasonably possibleApprovals; and (ii) allow the Energy Marketing Joint Venture and, at and after the Effective Time, the Company's subsidiaries, to avoid market and sell electricity and natural gas and related products and services as contemplated by the entry Summary of Terms attached as Exhibit A or, after the execution thereof, the Energy Marketing Joint Venture Agreement (the "ENERGY MARKETING REQUIRED STATUTORY APPROVALS"), such commercially reasonable efforts to include, in the case of Pacific, the filing of a notice of cancellation of any rate schedule or tariffs applicable to sales of electricity by Pacific, or by any affiliate of Pacific, that are subject to the jurisdiction of the FERC under the Power Act, provided that such notice of cancellation shall be filed concurrently with, and the cancellation requested therein shall be subject to the grant of, or the request for approval of the Energy Marketing Required Statutory Approvals. Enova shall have the right to effect review and approve in advance all characterizations of the dissolution ofinformation relating to Enova, any injunctionon the one hand, temporary restraining order or and Pacific shall have the right to review and approve in advance all characterizations of the information relating to Pacific, on the other order hand, in either case, which appear in any suit filing made in connection with the transactions contemplated by this Agreement or proceedingthe Mergers. Enova and Pacific agree that they will consult with each other with respect to the obtaining of all such necessary permits, which would otherwise have consents, approvals and authorizations of Governmental Authorities. Pacific and Enova shall jointly assist the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, Company in its efforts to obtain any claim asserted in necessary approvals from any court by any partyGovernmental Authority.

Other Regulatory Approvals. Each party hereto shall -------------------------- cooperate and use its reasonable best efforts to promptly prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use best all commercially reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Company Required Statutory Approvals and the Purchaser Parent Required Statutory Approvals prior to the Initial Termination Date (as defined in Section 9.1(c)) (as the same may be extended hereunder); provided, however, that the Company and Parent shall -------- ------- file the Company Required Statutory Approvals and the Parent Required Statutory Approvals, respectively, as promptly as is reasonably practicable after the date hereof, and in no event later than sixty (60) days after the date hereof. Each party hereto shall cooperate and use all commercially reasonable efforts to obtain as promptly as reasonably practicable all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Company Required Statutory Approvals and the Parent Required Statutory Approvals. The parties further agree Each party shall have the right to use best efforts (i) review a reasonable time in advance and to take provide comments on any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law filing made after the date hereof and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders until the Initial Termination Date (as defined in and for purposes of Section 7.1(b)). Each of the parties shall (isame may be extended hereunder) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed). Each a Subsidiary of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by party with any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwiseMerger, the sale2006 PaPUC Rate Case or the 2006 FERC Rate Case and the party or Subsidiary making such filing shall give reasonable consideration to any changes suggested for such filing. In addition, divestiture the Company shall consult with Parent prior to making any regulatory filing with the PaPUC or disposition of FERC; provided, however, that in connection with any such assets consultation -------- ------- Parent shall not be entitled to direct or businesses manage any decisions or activities of the Purchaser Company. Parent agrees that if actions to maintain the credit ratings of Light Company at current levels appear to be advisable that Parent will endeavor to work with the Company and Parent's members in good faith to procure the agreement of its members to take or its affiliates (including their respective Subsidiaries) or agreeing approve actions to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any partymaintain that rating.

Other Regulatory Approvals. Each party hereto shall cooperate and use its best efforts to promptly prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use best all commercially reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties further agree to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b)). Each of the parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed). Each of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrustincluding, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwisewithout limitation, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Enova Required Statutory Approvals and the Purchaser Pacific Required Statutory Approvals as soon as reasonably possibleApprovals; and (ii) allow the Energy Marketing Joint Venture and, at and after the Effective Time, the Company's subsidiaries, to avoid market and sell electricity and natural gas and related products and services as contemplated by the entry Summary of Terms attached as Exhibit A or, after the execution thereof, the Energy Marketing Joint Venture Agreement (the "Energy Marketing Required Statutory Approvals"), such commercially reasonable efforts to include, in the case of Pacific, the filing of a notice of cancellation of any rate schedule or tariffs applicable to sales of electricity by Pacific, or by any affiliate of Pacific, that are subject to the jurisdiction of the FERC under the Power Act, provided that such notice of cancellation shall be filed concurrently with, and the cancellation requested therein shall be subject to the grant of, or the request for approval of the Energy Marketing Required Statutory Approvals. Enova shall have the right to effect review and approve in advance all characterizations of the dissolution ofinformation relating to Enova, any injunctionon the one hand, temporary restraining order or and Pacific shall have the right to review and approve in advance all characterizations of the information relating to Pacific, on the other order hand, in either case, which appear in any suit filing made in connection with the transactions contemplated by this Agreement or proceedingthe Mergers. Enova and Pacific agree that they will consult with each other with respect to the obtaining of all such necessary permits, which would otherwise have consents, approvals and authorizations of Governmental Authorities. Pacific and Enova shall jointly assist the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, Company in its efforts to obtain any claim asserted in necessary approvals from any court by any partyGovernmental Authority.

Other Regulatory Approvals. Each party hereto shall cooperate and use its reasonable best efforts to promptly prepare and file as soon as practicable all necessary documentation, (including any material amendments thereto) to effect all necessary applications, notices, petitions, filings and other documents, and to use best all commercially reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Company Required Statutory Approvals and the Purchaser Parent Required Statutory Approvals. The parties further agree Approvals prior to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders the Initial Termination Date (as defined in Section 9.1(c)) (as the same may be extended hereunder); provided, however, that the Company and for purposes the Parent shall file the Company Required Statutory Approvals and the Parent Required Statutory Approvals, respectively, as promptly as is reasonably practicable after the date hereof, taking into account the efforts of the Company and the Representatives in accordance with Section 7.1(b)7.9(a). Each of The Parent and the parties Company shall (i) respond file as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate a joint voluntary notice in respect of the transactions contemplated hereby under Section 721 of the Defense Production Act of 1950 as amended by this AgreementSection 5021 of the Omnibus Trade and Competitiveness Act of 1988, except with and as amended by The Foreign Investment National Security Act of 2007 ("Exon-Xxxxxx"). Each party hereto shall cooperate and use all commercially reasonable efforts to obtain as promptly as reasonably practicable all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the prior consent of Company Required Statutory Approvals and the Parent Required Statutory Approvals and under Exon-Xxxxxx. Each party shall have the right to review a reasonable time in advance and to provide comments on any filing (including any material amendments thereto) made after the date hereof and until the Initial Termination Date (as the same may be extended hereunder) by the other party hereto (which shall not be unreasonably withheld or delayed). Each a Subsidiary of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by party with any Governmental Authority with respect to the transactions contemplated hereby so as Merger or the 2007 WUTC Rate Case and the party or Subsidiary making such filing shall give reasonable consideration to enable any changes suggested for such filing. In addition, the Closing Date Company shall consult with the Parent prior to occur as soon making any regulatory filing (including any material amendments thereto) with the WUTC or FERC, except for routine filings made in the ordinary course of business consistent with past practice, provided that a general rate case will not be considered a routine filing for purposes of this Section 7.3(b), and provided that the Company will consult with the Parent regarding specific routine filings as reasonably possiblerequested by the Parent, and to keep the Parent reasonably informed about material developments and requests from the WUTC or FERC with respect to such filings; provided, however, that in connection with any such consultation the Parent shall not be entitled to direct or manage any decisions or activities of the Company. The steps involved in Parent agrees that if actions to maintain the preceding sentence shall include proposing, negotiating, committing credit ratings of Puget Sound Energy at current levels appear to and effecting, by consent decree, hold separate order or otherwise, be advisable that the sale, divestiture or disposition of such assets or businesses of Parent will endeavor to work with the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Required Statutory Approvals Company and the Purchaser Required Statutory Approvals as soon as reasonably possible, Parent's members in good faith to avoid procure the entry of, agreement of its members to take or approve commercially reasonable actions to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any partymaintain that rating.