Common use of Changes in Facilities Clause in Contracts

Changes in Facilities. The Sellers shall pay the Purchaser an amount equal to the diminution in value to the Business resulting from: (a) the extent to which the rights assigned by Sellers to Purchasers at the Closing under contracts pursuant to which Seller Parent, or any subsidiary or affiliate, provides products or services to any Facility relates to a number of pharmacy beds which is less than 47,553, (b) any Facility ceasing to be a Seller Facility within 18 months following the Closing, or (c) prior to the 18th month following the Closing, there being an event or fact which has had or is reasonably likely to have a material adverse effect on the Business with respect to Seller Facilities for a reason unrelated to (i) the management of the Business by Parent or its subsidiaries or affiliates, (ii) any natural disasters or (iii) any "Changes in Law." As used in this paragraph, "Change in Law" shall mean a change, after the date hereof, in federal or state laws, regulations or programs pertaining to the provision of services to residents of Facilities, or with respect to payment therefor, excluding (x) any changes relating to or resulting from the Balanced Budget Act of 1997 (to include the Medicare Prospective Payment System for skilled nursing facilities contained therein), including any implementing regulations proposed or adopted after the date hereof, and (y) changes in the Seller Facilities' pharmacy, infusion, respiratory or medical supply usage resulting from changes in clause (x).