Common use of Reformation Clause Clause in Contracts

Reformation 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 the Subsidiary violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 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 the Subsidiary; (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 reformed; and (e) the parties to this Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.8.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc)

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Reformation 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 the Subsidiary violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 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 the Subsidiary; (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 reformed; and (e) the parties to this Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.820.8.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

Reformation 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 of Texas 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 Purchase Agreement (the "Applicable Laws"). Accordingly, if the ownership transfer of any Nonmedical Asset Assets by the Subsidiary TROG to AOR Management violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 Section 12.08 shall govern and control; (b) if none neither of the parties hereto are is materially economically disadvantaged, then any Nonmedical Asset, the ownership transfer of which violates any Applicable Law, shall be deemed to have never been owned by the Subsidiarytransferred to AOR Management; (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 Purchase Agreement as may be necessary to make these transactions, as restructured, lawful under applicable laws and regulations, without materially disadvantaging either party; (d) this Purchase Agreement shall be deemed reformed; and (e) the parties to this Purchase Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.812.08.

Appears in 1 contract

Samples: Purchase Agreement (American Oncology Resources Inc /De/)

Reformation 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 the Subsidiary Vision 21 violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 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 the SubsidiaryVision 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 reformed; and (e) the parties to this Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.820.8.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

Reformation 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 the Subsidiary Vision 21 violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 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 the SubsidiaryVision 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 reformed; and (e) the parties to this Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.8.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

Reformation Clause. It is the intention of the parties hereto to conform strictly to applicable laws regarding the practice and regulation of medicineoptometry, 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-optometric Asset by the Subsidiary Vision 21 violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 shall govern and control; (b) if none of the parties hereto are materially economically disadvantaged, then any Nonmedical Non-optometric Asset, the ownership of which violates any Applicable Law, shall be deemed to have never been owned by the SubsidiaryVision 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 reformed; and (e) the parties to this Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.8.execute

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

Reformation Clause. It is the intention of the parties hereto to conform strictly to applicable laws regarding the practice and regulation of medicineoptometry, 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 the Subsidiary Vision 21 violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 11.8 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 the SubsidiaryVision 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 reformed; and (e) the parties to this Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.811.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

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Reformation 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 the Subsidiary Vision 21 violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 Section 18.8 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 the SubsidiaryVision 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 reformed; and (e) the parties to this Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.818.8.

Appears in 1 contract

Samples: Organization Asset Purchase Agreement (Vision Twenty One Inc)

Reformation 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 of Louisiana 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 Asset Purchase Agreement (the "Applicable Laws"). Accordingly, if the ownership transfer of any Nonmedical Asset Assets by the Subsidiary Old Clinic or PTI violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 Section 5.7 shall govern and control; (b) if none neither of the parties hereto are is materially economically disadvantaged, then any Nonmedical Asset, the ownership transfer of which violates any Applicable Law, shall be deemed to have never been owned by the Subsidiarytransferred to PTI; (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 Asset Purchase Agreement as may be necessary to make these transactions, as restructured, lawful under applicable laws and regulations, without materially disadvantaging either party; (d) this Asset Purchase Agreement shall be deemed reformed; and (e) the parties to this Asset Purchase Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.85.7.

Appears in 1 contract

Samples: Asset Purchase Agreement (Physicians Trust Inc)

Reformation 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 the Subsidiary Vision 21 violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 Section 19.8 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 the SubsidiaryVision 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 reformed; and (e) the parties to this Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.819.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

Reformation Clause. It is the intention of the parties hereto to conform strictly to applicable laws regarding the practice and regulation of medicineoptometry, 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-optometric Asset by the Subsidiary Vision 21 violates any Applicable Law, then the parties hereto agree as follows: (a) the provisions of this section 21.8 19.8 shall govern and control; (b) if none of the parties hereto are materially economically disadvantaged, then any Nonmedical Non-optometric Asset, the ownership of which violates any Applicable Law, shall be deemed to have never been owned by the SubsidiaryVision 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 reformed; and (e) the parties to this Agreement shall execute and deliver all documents or instruments necessary to effect or evidence the provisions of this Section 21.819.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

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