Common use of Government Actions Clause in Contracts

Government Actions. The Facility Lessee has all Permits with or from any Governmental Entity or under any Applicable Law required (x) for the due execution, delivery or performance by the Facility Lessee of this Agreement, and the other Operative Documents to which the Facility Lessee is or will be a party or (y) without regard to any other transactions or other actions of the Owner Participant, the Owner Lessor or any Affiliate of any of them or any assignee or transferee of any of the Owner Participant, the Owner Lessor (or any Affiliate of any transferee or assignee) and assuming that none of the Owner Participant, the Owner Lessor or any Affiliate of any of them or any assignee or transferee of any of the Owner Participant (or any Affiliate of any such transferee or assignee) is an "electric utility" or a "public utility" or a "public utility holding company" or any similar entity subject to public utility regulation under any Applicable Law immediately prior to the Closing, with respect to the participation by the Owner Participant, the Owner Lessor in the Overall Transaction, other than (i) any Permit where the failure to obtain or maintain such Permit would not be reasonably likely to result in a Material Adverse Effect, (ii) the FERC Orders, (iii) as may be required under Applicable Law providing for the supervision or regulation of the Owner Participant, the Owner Lessor or any Affiliate of any of them as a result of investing, lending or other commercial activity in which the Owner Participant, the Owner Lessor or any Affiliate of any of them is or may be engaged other than the transactions contemplated hereby or by any of the other Operative Documents, (iv) as may be required under existing Applicable Laws to be obtained, given, accomplished or renewed at any time, or from time to time, in each case, after the Closing Date and which the Facility Lessee has no reason to believe will not be timely obtained and the lack of which would not reasonably be expected to have a Material Adverse Effect or involve any danger of criminal or material civil liability being incurred by the Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustees, (v) in connection with any modification to or rebuilding or replacement of the Facility or any portion thereof that may occur in the future, (vi) as may be required in connection with any refinancing of the Lessor Notes or the Certificates or the issuance of Additional Lessor Notes or Additional Certificates, (vii) as may be required in consequence of any transfer of the Member Interest or any transfer of the Undivided Interest or the Owner Lessor's Interest, or any part thereof by the Owner Lessor or the exercise by any such party of dispossessory remedies under the Operative Documents or any relinquishment of the use or operation of the Facility by the Facility Lessee, (viii) appropriate filing and recording to perfect the Lien of the Collateral Trust Indenture, if required, and the ownership and leasehold interests conveyed pursuant to this Agreement, or (ix) as may be required under any Applicable Law enacted or adopted after the date hereof.

Government Actions. (1) The Facility Lessee has all Permits with or from any Governmental Entity or under any Applicable Law required (x) for the due execution, delivery or performance by the Facility Lessee of this Agreement, and the other Operative Documents to which the Facility Lessee is or will be a party or (y) without regard to any other transactions or other actions of the Owner Participant, the Owner Lessor or any Affiliate of any of them or any assignee or transferee of any of the Owner Participant, the Owner Lessor (or any Affiliate of any transferee or assignee) and assuming that none of the Owner Participant, the Owner Lessor or any Affiliate of any of them or any assignee or transferee of any of the Owner Participant (or any Affiliate of any such transferee or assignee) is an "electric utility" or a "public utility" or a "public utility holding company" or any similar entity subject to public utility regulation under any Applicable Law immediately prior to the Closing, with respect to the participation by the Owner Participant, the Owner Lessor in the Overall Transaction, other than (i) any Permit where the failure to obtain or maintain such Permit would not be reasonably likely to result in a Material Adverse Effect, (ii) the FERC Orders, (iii) as may be required under Applicable Law providing for the supervision or regulation of the Owner Participant, the Owner Lessor or any Affiliate of any of them as a result of investing, lending or other commercial activity in which the Owner Participant, the Owner Lessor or any Affiliate of any of them is or may be engaged other than the transactions contemplated hereby or by any of the other Operative Documents, (iv) as may be required under existing Applicable Laws to be obtained, given, accomplished or renewed at any time, or from time to time, in each case, after the Closing Date and which the Facility Lessee has no reason to believe will not be timely obtained and the lack of which would not reasonably be expected to have a Material Adverse Effect or involve any danger of criminal or material civil liability being incurred by the Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustees, (v) in connection with any modification to or rebuilding or replacement of the Facility or any portion thereof that may occur in the future, (vi) as may be required in connection with any refinancing of the Lessor Notes or the Certificates or the issuance of Additional Lessor Notes or Additional Certificates, (vii) as may be required in consequence of any transfer of the Member Interest or any transfer of the Undivided Interest or the Owner Lessor's Interest, or any part thereof by the Owner Lessor or the exercise by any such party of dispossessory remedies under the Operative Documents or any relinquishment of the use or operation of the Facility by the Facility Lessee, (viii) appropriate filing and recording to perfect the Lien of the Collateral Trust Indenture, if required, and the ownership and leasehold interests conveyed pursuant to this Agreement, or (ix) as may be required under any Applicable Law enacted or adopted after the date hereof.

Government Actions. The Facility Lessee has all Permits with No Governmental Approval or from other action by, and no notice to or filing or registration with, any Governmental Entity or under any Applicable Law is required (x) for the due execution, delivery or performance by the Facility Lessee of this AgreementAgreement and for the due execution, delivery or performance by the Facility Lessee and each Subsidiary Guarantor of each of the other Operative Documents to which the Facility Lessee or any Subsidiary Guarantor is or will be a party or party, (y) without Conemaugh Participation Agreement 5 11 regard to any other transactions or other actions of the Equity Investor, the Equity Subsidiary, the Owner Participant, the Owner Lessor or the Lessor Manager or any Affiliate of any of them or any assignee or transferee of any of the Owner Participant, the Owner Lessor (or any Affiliate of any transferee or assignee) and assuming that none of the Equity Investor, the Equity Subsidiary, the Owner Participant, the Owner Lessor or the Lessor Manager or any Affiliate of any of them or any assignee or transferee of any of the Owner Participant (or any Affiliate of any such transferee or assignee) is an "electric utility" or a "public utility" or a "public utility holding company" or any similar entity subject to public utility regulation under any Applicable Law immediately prior to the Closing, with respect to the participation by the Owner Participant, the Owner Lessor or the Lessor Manager in the Overall Transactiontransactions contemplated by this Agreement and the other Operative Documents, other than (i) any Permit where the failure to obtain or maintain such Permit would not be reasonably likely to result in a Material Adverse Effect, (iiA) the FERC OrdersOrders that have been obtained, and (iiiB) the FERC EWG (Owner Lessor) Order that has been obtained (ii) as may be required under Applicable Law providing for the supervision or regulation of the Owner Participant, the Owner Lessor or the Lessor Manager or any Affiliate of any of them as a result of investing, lending or other commercial activity in which the Owner Participant, the Owner Lessor or the Lessor Manager or any Affiliate of any of them is or may be engaged other than the transactions contemplated hereby or by any of the other Operative DocumentsTransaction, (iv) as may be required under existing Applicable Laws to be obtained, given, accomplished or renewed at any time, or from time to time, in each case, after the Closing Date and which the Facility Lessee has no reason to believe will not be timely obtained and the lack of which would not reasonably be expected to have a Material Adverse Effect or involve any danger of criminal or material civil liability being incurred by the Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustees, (v) in connection with any modification to or rebuilding or replacement of the Facility or any portion thereof that may occur in the future, (viiii) as may be required in connection with any refinancing of the Lessor Notes or the Certificates or the issuance of Additional Lessor Notes or Additional Certificates, (viiiv) as may be required in consequence of any transfer of the Member Interest or any transfer of ownership of the Undivided Facility Interest or the Owner Lessor's Interest, or any part thereof by the Owner Lessor or the exercise by any such party of dispossessory remedies under the Operative Documents or any relinquishment of the use or operation of the Facility Interest by the Facility Lessee, (viiiv) appropriate filing and recording to perfect the Lien Liens of the Collateral Trust Lease Indenture, if required, and the ownership and leasehold interests conveyed pursuant to this Agreement, or (ixvi) as may be required under any Applicable Law enacted or adopted after the date hereofClosing Date. The Facility Lessee has no reason to believe that any Governmental Approvals as may be required under existing Applicable Law to be obtained, given, accomplished or renewed at any time, or from time to time, in each case, after the Closing Date in connection with the maintenance or operation of the Facility (other than those the failure to obtain would not reasonably be expected to have a Material Adverse Effect) will not be timely obtained. Each of the Facility Lessee and each Subsidiary Guarantor holds all material requisite Governmental Approvals necessary (x) to conduct the business of operating the Facility and the sale and marketing of wholesale electric power and other products and services relating thereto or (y) for the ownership of the respective properties of the Facility Lessee and the Subsidiary Guarantors or the conduct of their respective businesses, except, in each case, where the failure to obtain such Governmental Approvals would not, individually or in the aggregate, have a Material Adverse Effect. All Governmental Approvals that have been obtained are final, any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made (in each case, other than those for which the failure to be final could not reasonably be expected to have a Material Adverse Effect) and no such Governmental Approval is the subject of any pending or, to the Actual Knowledge of the Facility Lessee, threatened judicial or administrative proceeding, which judicial review or proceeding could reasonably be expected to have a Material Adverse Effect.