Common use of No Conflicts; Governmental Approvals Clause in Contracts

No Conflicts; Governmental Approvals. (a) The execution and delivery by Purchaser of each Transaction Document to which it is a party does not, the execution and delivery by Purchaser of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) the certificate or articles of incorporation and the bylaws or comparable organizational documents of Purchaser or any of its subsidiaries, (ii) any Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 3.03(b), any judgment, order or decree issued, promulgated or entered into by or with any Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation promulgated or entered into by or with any Governmental Entity (“Law”) applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (b) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit (“Governmental Approval”) from, any Federal, state, provincial, local, domestic, foreign or multinational government, court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”) is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of any Transaction Document to which Purchaser is a party or the consummation of the Transactions, other than (i) compliance with and filings and notifications under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Section 721 of the DPA, and any other Review Laws, (ii) compliance with and filings and notifications under applicable Environmental Laws, and (iii) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and the other Transactions.

No Conflicts; Governmental Approvals. (a%3) The execution and delivery by Purchaser of each Transaction Document to which it is a party does do not, the execution and delivery by Purchaser of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) the certificate or articles of incorporation and the bylaws or comparable organizational documents of Purchaser or any of its subsidiaries, (ii) any Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 3.03(b), any judgment, order or decree issued, promulgated or entered into by or with any Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation promulgated or entered into by or with any Governmental Entity (“Law”) applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (b) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit (“Governmental Approval”) from, any Federal, state, provincial, local, domestic, foreign or multinational government, court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”) is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of any Transaction Document to which Purchaser is a party or the consummation of the Transactions, other than (i) compliance with and filings and notifications under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Section 721 of the DPA, and any other Review Laws, (ii) compliance with and filings and notifications under applicable Environmental Laws, and (iii) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and the other Transactions.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Purchaser each Transferred Entity of each Transaction Document to which it is a party does do not, the execution and delivery by Purchaser each Transferred Entity of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries NA Assets under, any provision of (i) the certificate or articles Organizational Documents of incorporation and the bylaws or comparable organizational documents of Purchaser or any of its subsidiariesTransferred Group Member, (ii) any Contract to which Purchaser or any of its subsidiaries Transferred Group Member is a party or by which any of their respective properties or assets (including the NA Assets) is bound or (iii) subject to the filingsGovernmental Filings, consents Governmental Approvals, Consents and other matters referred to in Section 3.03(b6.05(b), any judgment, order Judgment or decree issued, promulgated or entered into by or with any Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation promulgated or entered into by or with any Governmental Entity (“Law”) Law applicable to Purchaser or any of its subsidiaries Transferred Group Member or their respective properties or assetsassets (including the NA Assets), other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, (A) has not had been and would not reasonably be expected to have be material to the North American Business or the Transferred Group Members, taken as a Purchaser Material Adverse Effectwhole, or (B) would not reasonably be expected to prevent or materially delay the ability of the Transferred Group Members to perform their respective obligations under the Transaction Documents or consummate the Transactions. (b) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit (“Governmental Approval”) from, any Federal, state, provincial, local, domestic, foreign or multinational government, court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”) Approval is required to be obtained or made and no Governmental Filings are required to be made, in each case, by or with respect to Purchaser or any of its subsidiaries Transferred Group Member in connection with the execution, delivery and performance of any Transaction Document to which Purchaser it is a party or the consummation of the Transactions, other than (i) compliance with and filings Governmental Filings and notifications Governmental Approvals under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Section 721 of the DPA, Competition Act and any other Review Laws, including Competition Act Approval, (ii) compliance with the Governmental Filings and filings and notifications under applicable Environmental Laws, Governmental Approvals set forth in Section 6.05(b) of the Disclosure Letter and (iii) those that may such other Governmental Filings and Governmental Approvals, the failure of which to be required solely by reason of Seller’s (as opposed to any third party’s) participation obtained or made, individually or in the Acquisition and aggregate, would not reasonably be expected to (A) be material to the other North American Business or the Transferred Group Members, taken as a whole, or (B) prevent or materially delay the ability of the Transferred Group Members to perform their respective obligations under the Transaction Documents or consummate the Transactions.

No Conflicts; Governmental Approvals. (a%3) The execution and delivery by Purchaser Seller and each other member of the Seller Group of each Transaction Document to which it is a party does do not, the execution and delivery by Purchaser Seller and each other member of the Seller Group of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any issued and outstanding shares of capital stock or other equity interests of the properties Transferred Entity or assets of Purchaser or upon any of its subsidiaries the Transferred Assets, Assumed Liabilities or the Business or give rise to an option to purchase or otherwise acquire any part of the Transferred Real Property that has not been waived under, any provision of (i) the certificate or articles of incorporation and or the bylaws or comparable organizational documents of Purchaser Seller or any other member of its subsidiariesthe Seller Group, (ii) any Transferred Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound Shared Contract or (iii) subject to the filings, consents and other matters referred to in Section 3.03(b4.03(b), any judgment, order Judgment or decree issued, promulgated or entered into by or with any Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation promulgated or entered into by or with any Governmental Entity (“Law”) Law applicable to Purchaser or Seller Parent, any of its subsidiaries subsidiaries, any other member of the Seller Group, the Business, the Transferred Equity Interests or their respective properties or assetsthe Transferred Assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Business Material Adverse Effect. (b) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit (“Governmental Approval”) from, any Federal, state, provincial, local, domestic, foreign or multinational government, court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”) is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of any Transaction Document to which Purchaser is a party or the consummation of the Transactions, other than (i) compliance with and filings and notifications under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Section 721 of the DPA, and any other Review Laws, (ii) compliance with and filings and notifications under applicable Environmental Laws, and (iii) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and the other Transactions.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Purchaser of each Transaction Document to which it is a party does do not, the execution and delivery by Purchaser of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) the certificate or articles of incorporation and the bylaws or comparable organizational documents of Purchaser or any of its subsidiaries, (ii) any Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 3.03(b), any judgment, order or decree issued, promulgated or entered into by or with any Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation promulgated or entered into by or with any Governmental Entity (“Law”) applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (b) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit (“Governmental Approval”) from, any Federal, state, provincial, local, municipal, domestic, foreign or multinational government, court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”) is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of any Transaction Document to which Purchaser is a party or the consummation of the Transactions, other than (i) compliance with and filings and notifications under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Section 721 of the DPA, and any other Review Laws, (ii) compliance with and filings and notifications under Section 203 of the Federal Power Act and any directly related section or regulation thereunder (the “Power Act”), or an order of the Power Act disclaiming jurisdiction over the Transactions (the “FERC Approval”), (iii) compliance with and filings and notifications under applicable Environmental Laws, and (iiiiv) those that may be required solely by reason of Seller’s, or another member of the Seller Group’s (as opposed to any third party’s) participation in the Acquisition and the other Transactions, (v) compliance with and filings by Purchaser under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (vi) compliance by Purchaser with the rules and regulations of the NYSE, (vii) an order in council under Section 14(1) of FOLR stating that the Acquisition, as it relates to the ownership interests in the Canadian Transferred Assets constituting Owned Real Property being acquired by Purchaser or an affiliate of Purchaser, is excluded from the operation of the FOLR, subject to the conditions set forth in such order (the “Alberta Order”) and (viii) such other Governmental Approvals the failure to obtain or make that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Purchaser Seller and each other member of the Seller Group of each Transaction Document to which it is a party does do not, the execution and delivery by Purchaser Seller and each other member of the Seller Group of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to a loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any issued and outstanding shares of capital stock or other equity interests of the properties Transferred Entity or assets of Purchaser or upon any of its subsidiaries the Transferred Assets, Assumed Liabilities or the Business or give rise to an option to purchase or otherwise acquire any part of the Transferred Real Property that has not been waived under, any provision of (i) the certificate or articles of incorporation and or the bylaws or comparable organizational documents of Purchaser Seller or any other member of its subsidiariesthe Seller Group, (ii) any Transferred Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound Shared Contract or (iii) subject to the filings, consents and other matters referred to in Section 3.03(b4.03(b), any judgment, order Judgment or decree issued, promulgated or entered into by or with any Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation promulgated or entered into by or with any Governmental Entity (“Law”) Law applicable to Purchaser or Seller Parent, any of its subsidiaries subsidiaries, any other member of the Seller Group, the Business, the Transferred Equity Interests or their respective properties or assetsthe Transferred Assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Business Material Adverse Effect. (b) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit (“Governmental Approval”) from, Approval of any Federal, state, provincial, local, domestic, foreign or multinational government, court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to Purchaser Seller or any of its subsidiaries in connection with the execution, delivery and performance of any Transaction Document to which Purchaser Seller or any other member of the Seller Group is a party or the consummation of the Transactions, other than (i) compliance with and filings and notifications under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”), Section 721 of the DPA, and any other Review Laws, (ii) compliance with and filings and notifications under the Power Act, or an order of the Power Act disclaiming jurisdiction over the Transactions, (iii) compliance with and filings and notifications under applicable Environmental Laws, and (iiiiv) those that may be required solely by reason of SellerPurchaser’s (as opposed to any third party’s) participation in the Acquisition and the other Transactions, (v) compliance with and filings by Seller Parent with the SEC under the Exchange Act, (vi) compliance by Seller Parent with the rules and regulations of the NYSE, (vii) the Alberta Order and (viii) such other Governmental Approvals, registrations, declarations, filings or permits the failure to obtain or make that, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect.