Necessary Approval definition

Necessary Approval shall have the meaning set forth in Section 6.11(a).

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Necessary Approval means an order, approvals, consents or waivers, issued by FERC, any federal, state, local, sovereign, or municipal body, or any other governmental authority that have become final and are no longer subject to rehearing or appeal regarding (i) the construction and operation of the Project, and (ii) this Precedent Agreement. All Necessary Approvals must be in a form and substance and on a time schedule satisfactory to Northern in its sole determination; provided, however, at Northern’s sole discretion, it may waive a Necessary Approval.

Necessary Approval means an order, approvals, consents or waivers, issued by FERC, any federal, state, local, sovereign, or municipal body, or any other governmental authority that have become final and are no longer subject to rehearing or appeal regarding (i) the construction and operation of the Project; (ii) the construction and operation of the ▇▇▇▇▇▇▇▇ Point Project; and (iii) this Precedent Agreement. All Necessary Approvals must be in a form and substance and on a time schedule satisfactory to Northern in its sole determination. Northern, in its sole discretion, may waive a Necessary Approval.

Examples of Necessary Approval in a sentence

• The Seller and the Project Company have complied in all material respects with all Necessary Approvals and all Applicable Laws other than Environmental, Health and Safety Laws, which are the subject of Section 5.6. Except as set forth in Section 5.5(a) of the Seller’s Disclosure Schedule, the Seller has not received notification that it has violated any Necessary Approval or any Applicable Law other than Environmental, Health and Safety Laws, which are the subject of Section 5.6.

• No administrative or governmental action has been taken or, to the Knowledge of the Seller, threatened in connection with the expiration, continuance or renewal of any Necessary Approval.

• There is no Law and there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing that would reasonably be expected to result in the material modification, rescission, termination, or suspension of any Necessary Approval referred to in Schedule 5.03 that was obtained prior to the date this representation is made or deemed made.

• The Borrower fails to obtain, renew, maintain or comply in all material respects with any Necessary Approval or any Necessary Approval is revoked, canceled, terminated, withdrawn or otherwise ceases to be in full force and effect, or any Necessary Approval is materially adversely modified without the consent of the Lender, in each case in a manner that could reasonably be expected to result in a Material Adverse Effect.

• Any application for the renewal of any such Necessary Approval due prior to the Closing Date has been, or will be, timely filed prior to the Closing Date.

• The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the later of (i) 5 days after the expiration of the Review Period in the event that this Agreement was not terminated by Buyer or (ii) by the Selling Parties if the Necessary Approval and Fairness Opinion are not obtained(the “Closing Date”).

• In the event this Agreement is terminated pursuant to Section 1.4(b) or if the failure to obtain the Necessary Approval and Fairness Opinion (each as defined below), this Agreement shall terminate and be deemed null and void; provided, however, that nothing herein will relieve any party from any liability for any willful breach of the terms of this Agreement.

• The Registered Holder may exercise, in whole or in part, the purchase rights represented by this Warrant at any time and from time to time after the Necessary Approval Date to and including 5:00 p.m., New York time, on the fifth anniversary thereof or, if such day is not a Business Day, on the next preceding Business Day (the "Exercise Period").

More Definitions of Necessary Approval

Necessary Approval means, with respect to any one or more of the Applicable Authorities, receipt of final and unappealable approval on an unqualified and unconditioned basis from the required Applicable Authorities (except for such qualifications and/or conditions that are acceptable to Developer in its reasonable discretion). “Applicable Authorities” means County and any other governmental authorities having jurisdiction over the Project.

Necessary Approval means the earliest receipt of (a) FCC approval of transfer of control of the FCC Licenses to the holders of New Equity (as defined in the Term Sheet) issued pursuant to the Prearranged Plan (the “Transfer of Control”), (b) FCC approval of pro forma assignment or transfer of control of the FCC Licenses to a trust managed by ▇▇▇ ▇▇▇▇▇▇ (or such other independent trustee acceptable to the Required Lenders (as defined in the Credit Agreement)) (the "Independent Trustee,” and such trust, the “Independent Trust”) pursuant to a trust agreement acceptable to the Requisite Consenting Lenders (the “Independent Trust Agreement”) for the benefit of Reorganized Borrower (or its designee(s)), or (c) FCC approval of pro forma assignment or transfer of control of the FCC Licenses to a trust managed by a board comprised of four (4) members of the current board of directors of Parent and three (3) additional individuals, all seven (7) of which shall be selected by the Required Lenders (as defined in the Credit Agreement) (the “Traditional Trustee,” and such trust, the “Traditional Trust”) pursuant to a trust agreement acceptable to the Requisite Consenting Lenders (the "Traditional Trust Agreement”) for the benefit of Reorganized Borrower (or its designee(s)). of the Petition Date, (B) filing the long-form FCC approval applications seeking FCC consent to the Transfer of Control to the holders of new equity issued pursuant to the Prearranged Plan (“Long-Form FCC Applications”) no later than three (3) business days after receipt of approval from the FCC of the Short-Form FCC Applications (or, if later, two (2) business days after the date on which the Requisite Consenting Lenders are prepared to file the Long-Form FCC Applications), (C) filing a motion (the “Independent Trust Motion”) with the Bankruptcy Court seeking an order approving the Independent Trust and the Independent Trust Agreement, which order shall be acceptable to the Requisite Consenting Lenders in their sole discretion (the "Independent Trust Order”), within five (5) business days after the Petition Date, (D) filing the short-form FCC approval applications seeking an assignment to the Independent Trust of the FCC Licenses and any related assets designated by the Requisite Consenting Lenders (collectively, the “Independent Trust FCC Application”) within three (3) business days after the later of (x) receipt of approval from the FCC of the Short-Form FCC Applications and (y) the date on which the Bankruptcy Cou...

Necessary Approval means all approvals, permits, licenses, registrations, authorizations, or similar permissions required by Law for the purchase, transit, export or import of Drug Product hereunder.