Absence of Injunctions. No permanent or preliminary Injunction or restraining order or other order or decree by any court or other Governmental Authority of competent jurisdiction, or other legal restraint or prohibition, shall be in effect having the effect of making the transactions contemplated hereby illegal, preventing consummation of the transactions contemplated hereby as provided herein, or permitting such consummation only subject to any condition or restriction that has had or would reasonably be expected to have a Material Adverse Effect on Seller and its Affiliates taken as a whole (after giving effect to the Closing).
Absence of Injunctions. No injunction or restraining order of any court or administrative tribunal of competent jurisdiction shall be in effect prohibiting the transactions contemplated hereby and no action or proceeding shall have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction;
Absence of Injunctions. No permanent or preliminary injunction or restraining order or other order by any court of governmental entity of competent jurisdiction or other legal restraint or prohibition preventing consummation of the transactions contemplated hereby shall be in effect.
Absence of Injunctions. There shall not be in effect a temporary restraining order or a preliminary or permanent injunction or other order, decree or ruling by a court of competent jurisdiction or by a governmental agency which restrains or prohibits Buyer's acquisition or operation of the Transferred Assets, or any threat by governmental authorities to exact any penalty or impose any economic deteriment upon Buyer or the Transferred Assets following the Closing, provided that the parties will use their reasonable efforts to litigate against the entry of, or to obtain the lifting of, any such order or injunction, and the existence of any such temporary restraining order or preliminary injunction shall operate, at the option of the parties, only to delay the Closing (and extend the Termination Date) until the 30th day following the lifting of any such order or injunction, except that such delay may not extend the original Termination Date for more than nine months. Notwithstanding the foregoing, in the event that any such order or injunction affects only a portion of the Transferred Assets, then the parties (x) shall negotiate an equitable adjustment in the Purchase Price so as to consummate the Transactions with respect to Transferred Assets and Assumed Liabilities relating to Facilities that are not affected by such order or injunction, and (y) shall either agree upon appropriate amendments to this Agreement to effect further transfers of the remaining Transferred Assets and assumptions of the remaining Assumed Liabilities when and if they are no longer subject to such order or injunction or, if no such amendments are agreed upon, such remaining Transferred Assets and Assumed Liabilities shall be deemed to be Excluded Assets and Excluded Liabilities for all purposes of this Agreement; provided that if the parties are unable to agree upon an equitable adjustment of the Purchase Price, or appropriate amendments to effect further transfers, prior to any scheduled Closing Date, then such disagreement shall be resolved pursuant to the provisions of Section 2.14.
Absence of Injunctions. No permanent or preliminary Injunction or restraining order or other order or decree by any court or other Governmental Authority of competent jurisdiction, or other legal restraint or prohibition, shall be in effect having the effect of making the transactions contemplated hereby illegal, preventing consummation of the transactions contemplated hereby as provided herein, or permitting such consummation only subject to any condition or restriction that has had or would reasonably be expected to have a Material Adverse Effect on the North America Business or the Transferred Assets or a Material Adverse Effect on Purchaser or its Affiliates.
Absence of Injunctions. There shall be no order of any ---------------------- court or governmental, administrative or regulatory agency or authority in effect which restrains or prohibits the consummation of the Merger.
Absence of Injunctions. No permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the transactions contemplated hereby as provided herein shall be in effect.
Absence of Injunctions. No statute, rule, regulation, Order, temporary restraining order, preliminary or permanent injunction or other order enacted, entered promulgated, enforced or issued by any Governmental Authority or other legal restraint preventing or prohibiting the transactions contemplated by this Agreement shall be in effect and no Action shall have been instituted or be pending before any Governmental Authority to restrain or prohibit the transactions contemplated by this Agreement.
Absence of Injunctions. There shall not be in effect a temporary restraining order or a preliminary or permanent injunction or other order, decree or ruling by a court of competent jurisdiction or by a governmental agency which restrains or prohibits either party's exchange or operation of the Assets Transferred to MPH or CCS provided that the parties will use their reasonable efforts to litigate against the entry of, or to obtain the lifting of, any such order or injunction, and the existence of any such temporary restraining order or preliminary injunction shall operate, at the option of the other party, only to delay the Closing (and extend the Termination Date) until the thirtieth day following the lifting of any such order or injunction, except that such delay may not extend the original Termination Date for more than one (1) month.
Absence of Injunctions. To Buyer’s knowledge, no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transaction is currently in effect, and no proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing is currently pending.
