Common use of Authority of Merger Corp Clause in Contracts

Authority of Merger Corp. Merger Corp is a corporation duly ------------------------- organized, validly existing and in good standing under the Laws of the State of Georgia as a wholly owned Subsidiary of WebMD. The authorized capital stock of Merger Corp. consists of 1,000 shares of Merger Corp. Common Stock, of which 100 shares are validly issued and outstanding, fully paid and nonassessable and is owned by WebMD free and clear of any Lien. Merger Corp. has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Merger Corp. This Agreement represents a legal, valid, and binding obligation of Merger Corp., enforceable against Merger Corp. in accordance with its terms.

Authority of Merger Corp. Merger Corp is a corporation duly ------------------------- organized, validly existing and in good standing under the Laws of the State of Georgia Delaware as a wholly owned Subsidiary of WebMDPurchaser. The authorized capital stock of Merger Corp. consists of 1,000 shares of Merger Corp. Common Stock, of which 100 shares are validly issued and outstanding, fully paid and nonassessable and is owned by WebMD Purchaser free and clear of any Lien. Merger Corp. has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Merger Corp. This Agreement represents a legal, valid, and binding obligation of Merger Corp., enforceable against Merger Corp. in accordance with its terms.

Authority of Merger Corp. Merger Corp is a corporation duly ------------------------- ------------------------ organized, validly existing and in good standing under the Laws of the State of Georgia as a wholly owned Subsidiary of WebMD. The authorized capital stock of Merger Corp. consists of 1,000 shares of Merger Corp. Common Stock, of which 100 shares are validly issued and outstanding, fully paid and nonassessable and is owned by WebMD free and clear of any Lien. Merger Corp. has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Merger Corp. This Agreement represents a legal, valid, and binding obligation of Merger Corp., enforceable against Merger Corp. in accordance with its terms.

Authority of Merger Corp. Merger Corp Corp. is a corporation duly ------------------------- organized, validly existing and in good standing under the Laws of the State of Georgia as a wholly owned Subsidiary of WebMDPSS. The authorized capital stock of Merger Corp. consists of 1,000 shares of Merger Corp. Common Stock, 100 shares of which 100 shares are validly issued and outstanding, fully paid and nonassessable and is owned by WebMD PSS free and clear of any Lien. Merger Corp. has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Merger Corp. This Agreement represents a legal, valid, and binding obligation of Merger Corp., enforceable against Merger Corp. in accordance with its terms.