No Changes or Destruction of Property. Between the date hereof and the Closing Date, there shall have been (a) no Material Adverse Effect; (b) no federal or state legislative or regulatory change affecting the Business (excluding the Excluded Assets and the Excluded Liabilities) or its products or services where such change would constitute a Material Adverse Effect; or (c) no damage to the Purchased Assets by fire, flood, casualty, act of God or public enemy or other cause, regardless of insurance coverage for such damage where such damage would constitute a Material Adverse Effect; and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date and signed on behalf of each Seller by the President of each Seller.
Appears in 2 contracts
Sources: Asset and Equity Purchase Agreement (Advanced Tissue Sciences Inc), Asset and Equity Purchase Agreement (Advanced Tissue Sciences Inc)
No Changes or Destruction of Property. Between the date hereof and the Closing Date, there shall have been (a) no Material Adverse Effectmaterial adverse change in the Purchased Assets, the Advantage Reimbursement Performed Contracts, the Business of Seller or the operations, liabilities, profits, prospects or condition (financial or otherwise) of Seller; (b) no material adverse federal or state legislative or regulatory change affecting the Business (excluding business of Seller or the Excluded Assets Business; and the Excluded Liabilities) or its products or services where such change would constitute a Material Adverse Effect; or (c) no material damage to the Purchased Assets by fire, flood, casualty, act of God or the public enemy or other cause, regardless of insurance coverage for such damage where such damage would constitute a Material Adverse Effectdamage; and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date and signed (i) on behalf of each Seller by an authorized officer of Seller, (ii) by each of the President of each SellerShareholders.
Appears in 1 contract
Sources: Asset Purchase Agreement (Mediware Information Systems Inc)