Seller Governmental Approvals Sample Clauses

Seller Governmental Approvals. Except as set forth in Schedule 6.4, the execution, delivery and performance by Seller of this Agreement, and the other documents, instruments and agreements to be entered into by Seller pursuant hereto, do not and will not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate any consent, judgment, order or decree or any applicable rule or regulation of any Governmental Authority to which Seller, the Company, the Subsidiary or any Non-Company Affiliate is a party or is subject to, (b) require of Seller, the Company, the Subsidiary or any Non-Company Affiliate a filing or registration with any Governmental Authority, or (c) require Seller, the Company, the Subsidiary or any Non-Company Affiliate to obtain any consent, approval, Permit, certificate or order of any Governmental Authority under applicable Law or by any applicable consent, judgment, order or decree or any applicable rule or regulation of any Governmental Authority.
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Seller Governmental Approvals. Except (i) as may result from any facts or circumstances relating to the identity or regulatory status of Buyer or its Affiliates, (ii) for the Seller Governmental Approvals, and (iii) for any failure to obtain such Governmental Approval as would not have a Material Adverse Effect, no Governmental Approval is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents or the transactions contemplated hereby or thereby.
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Seller Governmental Approvals. 1. New York State Department of Environmental Conservation (“NYSDEC”) Permits/Registrations — the following permits subject to New York Codes, Rules and Regulations Title 6 (“6 NYCRR”), Part 621 Applications for Permit Transfer will require prior notification of change in upstream equity ownership. These permits are held by Astoria Generating Company, L.P. (for a complete listing of these permits, see Schedule 3.03(c)-Attachment): • State Pollutant Discharge Elimination System (water discharge permits) • Title IV, Article 19 (air permits) and companion regulations at 6 NYCRR Parts 201, 203, & 215 • Title V (air permits) • Section 401 Water Quality Certification • Environmental Conservation Law Article 15 (stream disturbance permits)
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Seller Governmental Approvals. Except as set forth in Schedule 5.19, the execution, delivery and performance by Seller of this Agreement, and the other documents, instruments and agreements to be entered into by Seller, the Companies, or Subsidiaries pursuant hereto, do not and will not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate any consent, judgment, order or decree or any applicable rule or regulation of any Governmental Authority to which Seller, the Companies, Subsidiaries or any Non-Company Affiliate is a party or is subject to, (b) require of Seller, the Companies, Subsidiaries, or any Non-Company Affiliate a filing or registration with any Governmental Authority, or (c) require Seller, the Companies, Subsidiaries or any Non-Company Affiliate to obtain any consent, approval, Permit, certificate or order of any Governmental Authority under applicable Law or by any applicable consent, judgment, order or decree or any applicable rule or regulation of any Governmental Authority.
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Seller Governmental Approvals. Seller and its Affiliates shall have obtained, without the imposition of any Substantial Detriment, the FIE Approval Certificate and the Amended Business License and such Seller Governmental Approvals shall be in full force and effect. and all waiting periods required by PRC Law shall have expired. Seller shall have delivered to Buyer a copy of the FIE Approval Certificate and the Amended Business License, certified as a true and correct copy by a director, office or other authorized representative of Seller.
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Related to Seller Governmental Approvals

  • Other Governmental Approvals As soon as practicable after the execution of this Agreement, the Company and each Purchaser shall file all applications and reports and take such other action (in addition to filings required under the HSR Act) which is reasonably required to be taken or filed with any governmental authority in connection with the transactions contemplated by this Agreement. The Company and each Purchaser shall give all additional notices to third parties and take other action reasonably required to be or taken by it under any authorization, lease, note, mortgage, indenture, agreement or other instrument or any law, rule, regulation, demand or court or administrative order in connection with the transactions contemplated by this Agreement.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • Governmental Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or will be a party.

  • Consents and Governmental Approvals (a) Subject to Section 1.05(c), to the extent that the assignment, transfer, conveyance or delivery of any Transferred REB Asset to WRECO or a WRECO Subsidiary or of any Transferred Excluded Asset to Weyerhaeuser or a Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) in connection with the REB Transfers would constitute a violation of applicable Law, or would require a Consent or Governmental Approval that has not been obtained or made prior to the REB Transfer Time, then the assignment, transfer, conveyance or delivery of such Transferred REB Asset or Transferred Excluded Asset (collectively, the “Delayed Transfer Assets”) will automatically be deferred, and no such assignment, transfer, conveyance or delivery will occur, until all legal impediments are removed or such Consents or Governmental Approvals have been obtained or made with respect to the applicable Delayed Transfer Assets. Notwithstanding such deferral of the assignment, transfer, conveyance and delivery of the Delayed Transfer Assets, any Delayed Transfer Asset will still be considered an REB Asset or Excluded Asset, as the case may be, and from the REB Transfer Time until the consummation of assignment, transfer, conveyance and delivery of such Delayed Transfer Asset, Weyerhaeuser or the applicable Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) shall hold any Transferred REB Assets that are Delayed Transfer Assets in trust for the use and benefit, insofar as reasonably practicable, of WRECO or the applicable WRECO Subsidiary at the sole expense of WRECO or the applicable WRECO Subsidiary, and WRECO or the applicable WRECO Subsidiary shall hold any Transferred Excluded Assets that are Delayed Transfer Assets in trust for the use and benefit, insofar as reasonably practicable, of Weyerhaeuser or the applicable Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) at the sole expense of Weyerhaeuser or the applicable Weyerhaeuser Subsidiary. Weyerhaeuser shall use commercially reasonable efforts to develop and implement arrangements to place WRECO and the WRECO Subsidiaries and Weyerhaeuser and the Weyerhaeuser Subsidiaries (other than WRECO and the WRECO Subsidiaries), as the case may be, insofar as reasonably practicable, in the same position as if the Delayed Transfer Assets had been assigned, transferred, conveyed and delivered and so that all the benefits and burdens relating to such Delayed Transfer Assets, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, inure from and after the REB Transfer Time to WRECO and the WRECO Subsidiaries, in the case of Transferred REB Assets that are Delayed Transfer Assets, or to Weyerhaeuser and the Weyerhaeuser Subsidiaries (other than WRECO and the WRECO Subsidiaries), in the case of Transferred Excluded Assets that are Delayed Transfer Assets. If and when the legal impediments, Consents or Governmental Approvals, the presence or the absence of which caused the deferral of the assignment, transfer, conveyance and delivery of any Delayed Transfer Assets pursuant to this Section 1.05(a), are removed, obtained or made, as the case may be, the assignment, transfer, conveyance and delivery of the applicable Delayed Transfer Asset shall be promptly effected in accordance with the terms of this Agreement and the other applicable Transaction Documents, without the payment of additional consideration. On the Closing Date, Weyerhaeuser shall use its reasonable best efforts to deliver to Parent (for information purposes only) a schedule setting forth all material Delayed Transfer Assets existing as of the Closing Date.

  • Necessary Governmental Approvals The parties shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior to the Closing by applicable Requirements of Laws.

  • Governmental Approvals, etc No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required for the grant by the Company of the security interest granted hereby or the due execution, delivery or performance by the Company of this Agreement other than (i) filings and recordings in respect of the Liens created hereunder, (ii) those that have been, or on the date of this Agreement will be, duly obtained or made and will be in full force and effect, (iii) those required under applicable securities laws in connection with a disposition of Collateral and (iv) those necessary in connection with any transaction contemplated by Section 4(k) hereof.

  • Governmental Approvals; No Conflicts The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

  • Governmental Approvals and Filings Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

  • No Governmental Approvals Required Except as previously obtained or made, no authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Agency is or will be required to authorize or permit under applicable Laws the execution and delivery by Borrower of the Loan Documents to which it is a Party and payment of the Obligations.

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