Common use of Legality; Governmental Authorization; Litigation Clause in Contracts

Legality; Governmental Authorization; Litigation. Buyer's purchase of and payment for the Acquired Assets, and Buyer's purchase or any payment for Seller's and the Owners' covenants not to compete will not be prohibited by any Law and will not subject it to any penalty, tax, or liability to any Governmental Authority except for transfer taxes, ad valorem or other property taxes as contemplated herein. The Required Consents and all necessary consents, approvals, orders and authorizations of, or registrations, declarations and filings with, any Governmental Authority or of any other Person with respect to any of the transactions contemplated by this Agreement will have been obtained or made and will be in full force and effect. No action or proceeding will have been instituted or threatened in writing prior to or at the Closing Date by or before any arbitrator or Governmental Authority, pertaining to the purchase by Buyer of the Acquired Assets, the covenants not to compete of Seller or the Owners or the enforcement of this Agreement, the result of which could (i) prevent or render illegal the consummation of same or (ii) have a material adverse effect on the business, operations, assets or prospects of Seller or the Business, or as a result of the consummation of the transactions contemplated hereby, of Buyer, in each case determined in Buyer's reasonable judgment. All waiting periods required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder (collectively "HSR"), shall have expired with respect to the transactions contemplated by this Agreement, or early termination with respect thereto shall have been obtained without regard to the imposition or implementation of any governmental request or order requiring the sale or disposition or holding separate (through a trust or otherwise) of particular assets or business of Buyer, its affiliates or any component of Seller or other actions as a pre-condition to the expiration of any waiting period or the receipt of any necessary governmental approval or consent. In addition, any approvals required under state laws comparable to HSR shall have been obtained on a like basis.

Legality; Governmental Authorization; Litigation. BuyerSeller's purchase sale of and payment for the Acquired Assets, and Buyer's purchase or any payment for Seller's and the Owners' execution of covenants not to compete compete, will not be prohibited by any Law and will not subject it Seller to any penalty, tax, or liability to any Governmental Authority except for transfer taxes, income, ad valorem or other property taxes as contemplated herein. The Required Consents and all All necessary consents, approvals, orders and authorizations of, or registrations, declarations and filings with, any Governmental Authority or of any other Person with respect to any of the transactions contemplated by this Agreement will have been obtained or made and will be made in full force and effect. No action or proceeding will have been instituted or threatened in writing prior to or at the Closing Date by or before any arbitrator or Governmental Authority, Authority pertaining to the purchase sale by Buyer Seller of the Acquired Assets, the covenants not to compete of Seller or the its Owners or the enforcement of this Agreement, the result of which could (i) prevent or render illegal the consummation of same or (ii) have a material adverse effect on the businesssame, operations, assets or prospects of Seller or the Business, or as a result of the consummation of the transactions contemplated hereby, of Buyer, in each case determined in BuyerSeller's reasonable judgment. All waiting periods required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder (collectively "HSR"), HSR shall have expired with respect to the transactions contemplated by this Agreement, or early termination with respect thereto shall have been obtained without regard to the imposition or implementation of any governmental request or order requiring the sale or disposition or holding separate (through a trust or otherwise) of particular assets or business of Buyer, its affiliates or any component of Seller or other actions as a pre-condition to the expiration of any waiting period or the receipt of any necessary governmental approval or consent. In addition, any approvals required under state laws comparable to HSR shall have been obtained on a like basis.