Common use of Authority; No Violations; Consents and Approvals Clause in Contracts

Authority; No Violations; Consents and Approvals. (i) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. The Transaction Documents have been and each of the Transaction Documents will be duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes the valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Parent, as the indirect owner of all of the outstanding shares of capital stock of Merger Sub, has caused Concentra Health Services, Inc., a Nevada corporation, in its capacity as the sole stockholder of Merger Sub, to approve this Agreement and the Merger. Parent and Merger Sub have delivered to the Company certified copies of resolutions duly adopted by the board of directors of each of Parent and Merger Sub evidencing the approval and adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby.

Authority; No Violations; Consents and Approvals. (i) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into execute and deliver this AgreementAgreement and, subject, with respect to consummation of the Merger, to adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the Company Certificate of Incorporation and Company Bylaws, to consummate the Transactions. The execution and delivery of this Agreement by the Transaction Documents Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. The Transaction Documents have been and each the Company, subject, with respect to consummation of the Transaction Documents will be Merger, to adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the Company Certificate of Incorporation and Company Bylaws. As of the date of this Agreement, the Board of Directors of the Company has determined by unanimous vote of those directors present at the meeting that the transactions contemplated hereby (including the Merger) are advisable and in the best interests of the Company stockholders and have determined to recommend that the Company stockholders adopt this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, the Company and, assuming this Agreement constitutes the valid and binding obligation of the CompanyParent and Merger Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable in accordance with its terms, subject subject, as to enforceability enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Parent, as the indirect owner of all of the outstanding shares of capital stock of Merger Sub, has caused Concentra Health Services, Inc., a Nevada corporation, in its capacity as the sole stockholder of Merger Sub, to approve this Agreement and the Merger. Parent and Merger Sub have delivered to the Company certified copies of resolutions duly adopted by the board of directors of each of Parent and Merger Sub evidencing the approval and adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby.

Authority; No Violations; Consents and Approvals. (ia) Each of Parent and Merger Sub has all requisite corporate entity power and authority to enter into execute and deliver this AgreementAgreement and to consummate the Transactions and the Parent Restructuring. The execution and delivery of the Transaction Documents this Agreement by Xxxxxx and Xxxxxx Sub and the consummation by Xxxxxx and Xxxxxx Sub of the transactions contemplated hereby Transactions and thereby the Parent Restructuring have been duly authorized by all necessary corporate entity action on the part of each of Parent and Merger Sub. The Transaction Documents have This Agreement has been and each of the Transaction Documents will be duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes the valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium Creditors’ Rights. The Boards of Directors of Parent and other laws Merger Sub have approved and declared advisable this Agreement and the Merger on the terms and subject to the conditions of general applicability relating to or affecting creditors’ rights this Agreement and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)have authorized the execution and delivery thereof. Parent, as the indirect owner of all of the outstanding shares of capital stock of Merger Sub, has caused Concentra Health Services, Inc., a Nevada corporation, adopted and approved this Agreement in its capacity as the sole stockholder of Merger Sub, . No vote or approval of the holders of any class or series of capital stock of Parent or Merger Sub is necessary to approve and adopt this Agreement and the Merger. Parent and Merger Sub have delivered to the Company certified copies of resolutions duly adopted by the board of directors of each of Parent and Merger Sub evidencing the approval and adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby.

Authority; No Violations; Consents and Approvals. (ia) Each of Parent and Merger Sub has all requisite corporate entity power and authority to enter into execute and deliver this AgreementAgreement and to consummate the Transactions and the Parent Restructuring. The execution and delivery of the Transaction Documents this Agreement by Paxxxx xnd Mexxxx Xub and the consummation by Paxxxx xnd Mexxxx Xub of the transactions contemplated hereby Transactions and thereby the Parent Restructuring have been duly authorized by all necessary corporate entity action on the part of each of Parent and Merger Sub. The Transaction Documents have This Agreement has been and each of the Transaction Documents will be duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes the valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium Creditors’ Rights. The Boards of Directors of Parent and other laws Merger Sub have approved and declared advisable this Agreement and the Merger on the terms and subject to the conditions of general applicability relating to or affecting creditors’ rights this Agreement and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)have authorized the execution and delivery thereof. Parent, as the indirect owner of all of the outstanding shares of capital stock of Merger Sub, has caused Concentra Health Services, Inc., a Nevada corporation, adopted and approved this Agreement in its capacity as the sole stockholder of Merger Sub, . No vote or approval of the holders of any class or series of capital stock of Parent or Merger Sub is necessary to approve and adopt this Agreement and the Merger. Parent and Merger Sub have delivered to the Company certified copies of resolutions duly adopted by the board of directors of each of Parent and Merger Sub evidencing the approval and adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby.

Authority; No Violations; Consents and Approvals. (i) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this AgreementAgreement and, subject, with respect to consummation of the Merger to approval of this Agreement and the Merger by the stockholders of the Company in accordance with the NRS and the Company Articles of Incorporation and Company Bylaws, to consummate the transactions contemplated hereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. The Transaction Documents have been and each the Company, subject, with respect to consummation of the Transaction Documents will be Merger, to approval of this Agreement and the Merger by the stockholders of the Company in accordance with the NRS and the Company Articles of Incorporation and Company Bylaws. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, the Company and, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company in accordance with the NRS and the Company Articles of Incorporation and Company Bylaws, and assuming this Agreement constitutes the valid and binding obligation of the CompanyParent and Merger Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable in accordance with its terms, subject subject, as to enforceability enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Parent, as the indirect owner of all of the outstanding shares of capital stock of Merger Sub, has caused Concentra Health Services, Inc., a Nevada corporation, in its capacity as the sole stockholder of Merger Sub, to approve this Agreement and the Merger. Parent and Merger Sub have delivered to the Company certified copies of resolutions duly adopted by the board of directors of each of Parent and Merger Sub evidencing the approval and adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby.

Authority; No Violations; Consents and Approvals. (i) Each The Board of Parent Directors of MIT has approved and declared advisable the Merger Sub and this Agreement, and declared the Merger and this Agreement to be fair to and in the best interests of the stockholders of MIT. The directors of MIT have advised MIT and the Company that they intend to vote or cause to be voted all of the shares of MIT Common Stock beneficially owned by them and their affiliates in favor of approval of the Merger and this Agreement. MIT has all requisite corporate power and authority to enter into this AgreementAgreement and, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of MIT in accordance with the MGCL and the MIT Articles of Incorporation and MIT Bylaws, to consummate the transactions contemplated hereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. The Transaction Documents have been and each MIT, subject, with respect to consummation of the Transaction Documents will be Merger, to approval of this Agreement and the Merger by the stockholders of MIT in accordance with the MGCL and the MIT Articles of Incorporation and MIT Bylaws. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, MIT and, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of MIT in accordance with the MGCL and the MIT Articles of Incorporation and MIT Bylaws, and assuming this Agreement constitutes the valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub MIT enforceable in accordance with its terms, subject subject, as to enforceability enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Parent, as the indirect owner of all of the outstanding shares of capital stock of Merger Sub, has caused Concentra Health Services, Inc., a Nevada corporation, in its capacity as the sole stockholder of Merger Sub, to approve this Agreement and the Merger. Parent and Merger Sub have delivered to the Company certified copies of resolutions duly adopted by the board of directors of each of Parent and Merger Sub evidencing the approval and adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby.

Authority; No Violations; Consents and Approvals. (i) Each The Board of Parent Directors of the Company has approved the Merger and this Agreement, by unanimous vote of the directors, and declared the Merger Sub and this Agreement to be in the best interests of the stockholders of the Company. The Company has all requisite corporate power and authority to enter into this AgreementAgreement and, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company in accordance with the Bermuda Act, to consummate the transactions contemplated hereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. The Transaction Documents have been and each the Company, subject, with respect to consummation of the Transaction Documents will be Merger, to approval of this Agreement and the Merger by the stockholders of the Company in accordance with the Bermuda Act. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, the Company and, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company in accordance with the Bermuda Act, and assuming this Agreement constitutes the valid and binding obligation of the CompanyParent and Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable in accordance with its terms, subject subject, as to enforceability enforceability, to bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Parent, as the indirect owner of all of the outstanding shares of capital stock of Merger Sub, has caused Concentra Health Services, Inc., a Nevada corporation, in its capacity as the sole stockholder of Merger Sub, to approve this Agreement and the Merger. Parent and Merger Sub have delivered to the Company certified copies of resolutions duly adopted by the board of directors of each of Parent and Merger Sub evidencing the approval and adoption of this Agreement and the approval of the Merger and the other transactions contemplated herebyequity.