Common use of Legality; Material Adverse Change; No Change in Law Clause in Contracts

Legality; Material Adverse Change; No Change in Law. Purchaser's purchase of and payment for the Assets and assumption of the Assumed Contracts and other assumed liabilities under Section 2.2 shall not be prohibited by any Legal Requirement. No Legal Requirement shall have been enacted, nor shall any legislation have been introduced in either house of the United States Congress or of the legislature of those states in which the Facilities are located, or favorably reported for passage to either house of the United States Congress or of the legislature of such states or by any committee thereof, nor shall have any investigation by any governmental authority or administrative agency been commenced, nor shall any decision of any court of competent jurisdiction have been rendered, nor shall any order by any governmental authority or administrative agency been issued, nor shall have occurred at any Facility, which materially and adversely affects, restrains, prevents, or changes the transactions contemplated by this Agreement, or has a material adverse effect on the business, operations, assets, prospects, or condition, financial or otherwise, of any Facility or of Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Capital Senior Living Corp), Asset Purchase Agreement (NHP Retirement Housing Partners I LTD Partnership)

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Legality; Material Adverse Change; No Change in Law. Purchaser's purchase of and payment for the Assets and assumption of the Assumed Contracts and other assumed liabilities under Section 2.2 shall not be prohibited by any Legal Requirement. No Legal Requirement shall have been enacted, nor shall any legislation have been introduced in either house of the United States Congress or of the legislature of those states in which the Facilities are located, or favorably reported for passage to either house of the United States Congress or of the legislature of such states or by any committee thereof, nor shall have any investigation by any governmental authority or administrative agency been commenced, nor shall any decision of any court of competent jurisdiction have been rendered, nor shall any order by any governmental authority or administrative agency have been issued, nor shall any event have occurred at any Facility, which materially and adversely affects, restrains, prevents, or changes the transactions contemplated by this Agreement, or has a material adverse effect on the business, operations, assets, prospects, or condition, financial or otherwise, of any Facility or of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Capital Senior Living Corp)

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Legality; Material Adverse Change; No Change in Law. PurchaserSeller's purchase sale of and payment for the Assets and assumption assignment of the Assumed Contracts and other assumed liabilities under Section 2.2 to Purchaser shall not be prohibited by any Legal Requirement. No Legal Requirement shall have been enacted, nor shall any legislation have been introduced in either house of the United States Congress or of the legislature of those states in which the Facilities are located, or favorably reported for passage to either house of the United States Congress or of the legislature of such states or by any committee thereof, nor shall have any investigation by any governmental authority or administrative agency been commenced, nor shall any decision of any court of competent jurisdiction have been rendered, nor shall any order by any governmental authority or administrative agency have been issued, nor shall any event have occurred at any Facility, which materially and adversely affects, restrains, prevents, or changes the transactions contemplated by this Agreement, or has a material adverse effect on the business, operations, assets, prospects, or condition, financial or otherwise, of any Facility or of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Capital Senior Living Corp)

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