“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations and filings with or issued by, any Governmental Authorities.

patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights

rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual

No member of the Company Group is # in violation of its charter or bylaws (or other organizational document), # in default in the performance or observance of any obligation, agreement, covenant or condition under any indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the properties or assets of the Company Group is subject (each, an “Existing Instrument”), or # is in violation of any statute, law, rule, regulation, judgment, order or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except with respect to clauses (ii) and (iii), for defaults or violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Power and Authority; No Contravention; Authorizations and Approvals. The execution, delivery and performance by such Obligor of this Fifth Amendment # are within such Obligor’s organizational powers, # have been duly authorized by all necessary organizational action on the part of such Obligor, # require no action by or in respect of, or filing with, any Governmental Authority except actions by, and notices to or filings with, Governmental Authorities (including, without limitation, the SEC) that may be required in the Ordinary Course of Business from time to time or that may be required to comply with the express requirements of the Loan Documents, # do not violate any provision of Applicable Law in any material respect or contravene the terms of any Organic Document or the Term Loan Documents and # do not contravene any provision of any other indenture, instrument or agreement binding upon such Obligor except as could not reasonably be expected to have a Material Adverse Effect.

“Permits” shall mean all licenses, permits, franchises, certificates, approvals, registrations, authorizations, consents or Orders of, obtained from, or issued by any Governmental Entity (other than the Required Regulatory Approvals, the Mitchell Plant Approvals and Environmental Permits).

the required notices, consents, Permits, waivers authorizations, orders and other approvals listed in [Schedule 6.3(d)(iv)], and all such notices, consents, Permits, waivers, authorizations, orders and other approvals will be in full force and effect and not be subject to the satisfaction of any condition that has not been satisfied or waived; and

No Consent Required. No approval or authorization by, or filing with, any Governmental Entity is required to be made or obtained by Parent in connection with the execution, delivery and performance by Parent of this Parent Guarantee other than # approvals and authorizations that have previously been obtained and filings that have previously been made or approvals, authorizations or filings which will be made on a timely basis, # approval, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the financial condition, business or operations of the guarantor, taken as a whole, and # approvals, authorizations and filings required to be made by or obtained by Buyer as set forth in [Section 5.3].

has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted;

If the transaction contemplated hereby shall require authorization or approval of any governmental agency having jurisdiction, all such authorizations and approvals shall have been obtained and shall be in full force and effect on and as of the Closing Date. If such authorizations and approvals shall not have been obtained on or prior to the last day for Closing hereinabove provided, the Closing Date may be deferred, at the election of either party, for an additional period of time, not to exceed thirty (30) days, as shall be necessary to obtain any authorizations or approvals not then obtained.