MODIFICATION CLAUSE. It is the intention of the parties hereto to conform strictly to applicable laws regarding the practice and regulation of medicine, whether such laws are now or hereafter in effect, including the laws of the United States of America, the State or any other applicable jurisdiction, and including any subsequent revisions to, or judicial interpretations of, those laws, in each case to the extent they are applicable to this Agreement (the "Applicable Laws"). Accordingly, if the ownership of any Nonmedical Asset by Vision 21 violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this Section 20.8 shall govern and control; (b) if none of the parties hereto are materially economically disadvantaged, then any Nonmedical Asset, the ownership of which violates any Applicable Law, shall be deemed to have never been owned by Vision 21; (c) if one or more of the parties hereto is materially economically disadvantaged, then the parties hereto agree to negotiate in good faith such changes to the structure and terms of the transactions provided for in this Agreement as may be necessary to make these transactions, as restructured, lawful under applicable laws and regulations, without materially disadvantaging either party; (d) this Agreement shall be deemed modified and amended; and
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vision Twenty One Inc), Asset Purchase Agreement (Vision Twenty One Inc)
MODIFICATION CLAUSE. It is the intention of the parties hereto to conform strictly to applicable laws regarding the practice and regulation of medicine, whether such laws are now or hereafter in effect, including the laws of the United States of America, the State or any other applicable jurisdiction, and including any subsequent revisions to, or judicial interpretations of, those laws, in each case to the extent they are applicable to this Agreement (the "Applicable Laws"). Accordingly, if the ownership of any Nonmedical Asset by Vision 21 violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this Section 20.8 shall govern and control; (b) if none of the parties hereto are materially economically disadvantaged, then any Nonmedical Asset, the ownership of which violates any Applicable Law, shall be deemed to have never been owned by Vision 21; (c) if one or more of the parties hereto is materially economically disadvantaged, then the parties hereto agree to negotiate in good faith such changes to the structure and terms of the transactions provided for in this Agreement as may be necessary to make these transactions, as restructured, lawful under applicable laws and regulations, without materially disadvantaging either party; (d) this Agreement shall be deemed modified and amended; andand (e) the parties to this Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 20.8.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)
MODIFICATION CLAUSE. It is the intention of the parties hereto to conform strictly to applicable laws regarding the practice and regulation of medicinemedicine and regulation of the Optical Business, whether such laws are now or hereafter in effect, including the laws of the United States of America, the State or any other applicable jurisdiction, and including any subsequent revisions to, or judicial interpretations of, those laws, in each case to the extent they are applicable to this Agreement (the "Applicable Laws"). Accordingly, if the ownership of any Nonmedical Non-optical Asset by Vision 21 violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this Section 20.8 18.8 shall govern and control; (b) if none of the parties hereto are materially economically disadvantaged, then any Nonmedical Non-optical Asset, the ownership of which violates any Applicable Law, shall be deemed to have never been owned by Vision 21; (c) if one or more of the parties hereto is materially economically disadvantaged, then the parties hereto agree to negotiate in good faith such changes to the structure and terms of the transactions provided for in this Agreement as may be necessary to make these transactions, as restructured, lawful under applicable laws and regulations, without materially disadvantaging either party; (d) this Agreement shall be deemed modified and amended; and
Appears in 1 contract
Samples: Optical Asset Purchase Agreement (Vision Twenty One Inc)