Common use of Absence of Injunctions Clause in Contracts

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 Seller's consummation of the Transactions, or any threat by governmental authorities to exact any penalty or impose any economic detriment upon HEALTHSOUTH or Seller if it consummates the Transactions that would have a Material Adverse Effect upon HEALTHSOUTH or Seller 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, injunction or potential penalty or imposition, and the existence of any such temporary restraining order, preliminary injunction or potential penalty or imposition shall operate, at the option of Buyer, HEALTHSOUTH and Seller, only to delay the Closing (and extend the Termination Date) until the thirtieth day following the lifting of any such order or injunction or threat, 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, at the election of Buyer, HEALTHSOUTH and Seller, 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 disagreements shall be resolved pursuant to the provisions of Section 2.14.

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 SellerBuyer's consummation acquisition or operation of the TransactionsTransferred Assets, or any threat by governmental authorities to exact any penalty or impose any economic detriment deteriment upon HEALTHSOUTH Buyer or Seller if it consummates the Transactions that would have a Material Adverse Effect upon HEALTHSOUTH or Seller 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, injunction order or potential penalty or impositioninjunction, and the existence of any such temporary restraining order, order or preliminary injunction or potential penalty or imposition shall operate, at the option of Buyer, HEALTHSOUTH and Sellerthe parties, only to delay the Closing (and extend the Termination Date) until the thirtieth 30th day following the lifting of any such order or injunction or threatinjunction, 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, at the election of Buyer, HEALTHSOUTH and Seller, 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 disagreements disagreement shall be resolved pursuant to the provisions of Section 2.14.