Governmental Prohibition. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Governmental Prohibition.
Governmental Prohibition. HOUGHTEN's obligation to pay royalties under this Section 3 shall be waived and excused if the statutes, laws, codes or government regulations of the country as to which such payments are to be paid prohibit such payments.
Governmental Prohibition. 18.01. It is the intention of Purchaser and Seller that this Agreement shall comply with all applicable provisions of local ordinances and state and federal law, including but not limited to the mandates of (i) Medicare and Medicaid Anti-Fraud and Abuse Laws, (ii) the Health Insurance Portability and Accountability Act, (iii) the Ethics in Patient Referrals Act (the “Xxxxx Law”), (iv) the federal Anti-Kickback Statute, (v) laws and rulings which regulate certificates of need, letters of non-reviewability, and determination letters in the State of Georgia, (vi) the private inurement doctrine under the Internal Revenue Code of 1986, as amended, and its various regulations and interpretations, (vii) any other regulations adopted pursuant to the laws set forth in (i) through (vi) above, and (viii) any other law, rule, or regulation of similar scope or subject matter, now or hereinafter enacted (collectively, the “Applicable Laws and Regulations”). If Purchaser reasonably determines that this Agreement, or Purchaser’s rights or obligations hereunder, does not comply with the Applicable Laws and Regulations, Purchaser shall suspend performance of this Agreement by providing written notice to Seller, specifying the grounds for suspension of this Agreement. Immediately thereafter, Purchaser and Seller shall meet and confer in good faith and attempt to modify this Agreement to comply with the Applicable Laws and Regulations.
Governmental Prohibition. If any governmental authority prohibits or otherwise conditions performance of an obligation in a manner that is unacceptable in the sole judgment of the Party affected thereby, then the Party so affected or prohibited may terminate this Agreement by giving written notice to the other Party with the effective date of the termination occurring on the first Day of the Month immediately following the Month in which the notice of termination is given, provided that any governmental prohibition or condition which renders this Agreement or any part hereof illegal shall result in the immediate termination of this Agreement without regard to notice (with the exception of obligations incurred before the effective date of termination, including to pay for Gas delivered and not yet paid for; any accumulated obligation related to the then-current Period Quantity Commitment will not be waived).
Governmental Prohibition. Seller and Purchaser acknowledge and agree that Seller and the other Northside Affiliated Entities exist within a specifically regulated industry and are governed by various rules, administrative rulings and procedures, laws, ordinances, statutes and regulations (collectively, “Applicable Governmental Regulations”). Applicable Governmental Regulations shall include, but shall not be limited to, any requirement of Seller to obtain a certificate of need (“CON Requirement”) and any requirement that, in order to maintain its tax-exempt status, no action of Seller or any other Northside Affiliated Entity inure to the benefit of any private individual or entity under the Internal Revenue Code of 1986, as amended, and its various regulations and interpretations (“Private Inurement Doctrine”). In the event that performance of an obligation will be affected or limited by or excused by the Private Inurement Doctrine, then Seller shall provide to Purchaser evidence of the applicability of such doctrine and the basis for which the performance will be excused or limited. The performance shall be excused in the event that Seller obtains the opinion of nationally-recognized tax counsel that the performance of the obligation will represent a significant risk that the tax-exempt status of Seller or the Northside Affiliated Entities (or any of them) will be jeopardized or that the performance is not permitted by a tax-exempt entity by operation of such doctrine, and such opinion is corroborated by a second opinion of separate nationally-recognized tax counsel; provided, however, nothing herein contained shall excuse or limit performance of the obligations of Seller if such entity is not a tax-exempt entity unless, in the opinion of such nationally-recognized tax counsel, such performance will jeopardize the tax-exempt status of any other Northside Affiliated Entity.
Governmental Prohibition. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered a Legal Requirement (whether temporary, preliminary or permanent) that is in effect at the time of Closing, which restrains, enjoins or otherwise prohibits the consummation of the sale of the Purchased Assets (each, a “Governmental Prohibition”).
Governmental Prohibition. By Purchaser or the Company if any ------------------------ Government Entity has issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger and such order, decree or ruling or other action has become nonappealable.
Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
