Common use of Authority to Effect Transactions Clause in Contracts

Authority to Effect Transactions. (a) Seller has all requisite power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("Seller's Closing Documents"). All necessary corporate action on the part of Seller has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of Seller's Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except (x) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (b) Except as set forth in Schedule 2.3(b) hereto, (i) no consent, authorization, approval, order, license, certificate, permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.10) to which Seller or Alberta is a party or by which Seller or Alberta is bound or to which any of the assets of Alberta is subject, is required for the execution, delivery or performance by Seller of this Agreement or any of Seller's Closing Documents or the consummation of the transactions contemplated hereby or thereby and (ii) neither the execution, delivery or performance of this Agreement nor any of Seller's Closing Documents nor the consummation of the transactions contemplated hereby or thereby (v) conflicts with or will conflict with, or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (w) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien upon any of the assets of Alberta pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) Alberta's organizational documents and agreements, each as amended to date, (B) any law, statute, rule, regulation, order, award, judgment or decree to which Alberta, Seller or any of the assets of Alberta is subject or (C) any contract, agreement, instrument, lease or License to which Alberta or Seller is a party or by which it is bound.

Authority to Effect Transactions. (a) Seller Each of Buyer and MRI has all -------------------------------- requisite corporate power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("SellerBuyer's Closing Documents"). All necessary corporate action on the part of Seller Buyer and MRI has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of SellerBuyer's Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller Buyer and MRI, and is the legal, valid and binding obligation of Seller, Buyer and MRI enforceable against Seller Buyer and MRI in accordance with its terms except (x) terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer as such enforceability may contemplated hereby, will be limited by applicable bankruptcythe legal, insolvencyvalid and binding obligations of Buyer, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered enforceable against Buyer in a proceeding in equity or at law)accordance with their terms. (b) Except as set forth in Schedule 2.3(b) hereto, (i) no No consent, authorization, approval, order, license, certificate, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory regulating body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.10) license to which Seller either Buyer or Alberta MRI is a party or by which Seller or Alberta it is bound or to which any of the assets of Alberta is subjectbound, is required for the execution, delivery or performance by Seller Buyer or MRI of this Agreement or any of SellerBuyer's Closing Documents or the in connection therewith or for consummation of the transactions contemplated hereby or thereby and (ii) neither the execution, delivery or performance by Buyer or MRI of this Agreement nor or any of SellerBuyer's Closing Documents Documents, nor the consummation of the transactions contemplated hereby or thereby (vw) conflicts with or will conflict with, with or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (wx) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien upon any of the assets of Alberta pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) Alberta's organizational documents and agreementsthe certificate of incorporation or by-laws, each as amended to date, of Buyer or MRI, (B) any law, statute, rule, regulation, order, award, judgment or decree to which Albertaeither Buyer or MRI is subject, Seller or any of the assets of Alberta is subject or (Cc) any contract, agreement, instrument, lease or License license to which Alberta either Buyer or Seller MRI is a party or by which it is bound.

Authority to Effect Transactions. (a) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("Seller's Closing Documents"). All necessary corporate action on the part of Seller has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of Seller's Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except (x) terms. Each of Seller's Closing Documents has been duly authorized by Seller and, upon execution and delivery by Seller and the other parties thereto, as such enforceability may contemplated hereby, will be limited by applicable bankruptcythe legal, insolvencyvalid and binding obligation of Seller, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered enforceable against Seller in a proceeding in equity or at law)accordance with its terms. (b) Except as set forth in Schedule 2.3(b2.2(B) hereto, to the best of Seller's knowledge after due inquiry by Seller: (i) no consent, authorization, approval, order, license, certificate, permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.102.6) to which Seller or Alberta is a party or by which Seller or Alberta it is bound or to which any of the assets of Alberta Purchased Assets is subject, is required for the execution, delivery or performance by Seller of this Agreement or any of Seller's Closing Documents or the consummation of the transactions contemplated to be taken by Seller hereby or thereby and (ii) neither the execution, delivery or performance of this Agreement nor or any of Seller's Closing Documents nor the consummation of the transactions contemplated to be taken by Seller hereby or thereby (v) conflicts with or will conflict with, or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (w) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien upon any of the assets of Alberta Purchased Assets pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) AlbertaSeller's organizational documents and agreementscertificate of incorporation or bylaws, each as amended to date, (B) any law, statute, rule, regulation, order, award, judgment or decree to which Alberta, Seller or any of the assets of Alberta Purchased Assets is subject or (C) any contract, agreement, instrument, loan agreement, lease or License to which Alberta or Seller is a party or by which it is bound.

Authority to Effect Transactions. (a) Seller Each of Buyer and MRI has -------------------------------- all requisite corporate power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("SellerBuyer's Closing Documents"). All necessary corporate action on the part of Seller Buyer and MRI has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of SellerBuyer's Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller Buyer and MRI, and is the legal, valid and binding obligation of Seller, Buyer and MRI enforceable against Seller Buyer and MRI in accordance with its terms except (x) terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer as such enforceability may contemplated hereby, will be limited by applicable bankruptcythe legal, insolvencyvalid and binding obligations of Buyer, reorganizationenforceable against Buyer in accordance with their terms. The Closing Shares, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) when issued pursuant to the extent that such enforceability is subject terms hereof, shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens and charges with respect to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)the issue thereof. (b) Except as set forth in Schedule 2.3(b) hereto, (i) no No consent, authorization, approval, order, license, certificate, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory regulating body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.10) license to which Seller Buyer or Alberta MRI is a party or by which Seller or Alberta it is bound or to which any of the assets of Alberta is subjectbound, is required for the execution, delivery or performance by Seller Buyer or MRI of this Agreement or any of SellerBuyer's Closing Documents or the in connection therewith or for consummation of the transactions contemplated hereby or thereby and (ii) neither the execution, delivery or performance by Buyer or MRI of this Agreement nor or any of SellerBuyer's Closing Documents Documents, nor the consummation of the transactions contemplated contem- plated hereby or thereby (vw) conflicts with or will conflict with, with or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (wx) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien upon any of the assets of Alberta pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) Alberta's organizational documents and agreementsthe certificate of incorporation, by-laws or other constitutional documents, each as amended to date, of Buyer or MRI, (B) any law, statute, rule, regulation, order, award, judgment or decree to which AlbertaBuyer or MRI is subject, Seller or any of the assets of Alberta is subject or (Cc) any contract, agreement, instrument, lease or License license to which Alberta Buyer or Seller MRI is a party or by which it is bound.

Authority to Effect Transactions. (a) Seller Buyer has all requisite -------------------------------- corporate power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("SellerBuyer's Closing Documents"). All necessary corporate action on the part of Seller Buyer has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of SellerBuyer's Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller Buyer, and is the legal, valid and binding obligation of Seller, Buyer enforceable against Seller Buyer in accordance with its terms except (x) terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer as such enforceability may contemplated hereby, will be limited by applicable bankruptcythe legal, insolvencyvalid and binding obligations of Buyer, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered enforceable against Buyer in a proceeding in equity or at law)accordance with their terms. (b) Except as set forth in Schedule 2.3(b) 3.2 hereto, (i) no consent, ------------ authorization, approval, order, license, certificate, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory regulating body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.10) license to which Seller or Alberta Buyer is a party or by which Seller or Alberta it is bound or to which any of the assets of Alberta is subjectbound, is required for the execution, delivery or performance by Seller Buyer of this Agreement or any of SellerBuyer's Closing Documents or the in connection therewith or for consummation of the transactions contemplated hereby or thereby and (ii) neither the execution, delivery or performance by Buyer of this Agreement nor or any of SellerBuyer's Closing Documents Documents, nor the consummation of the transactions contemplated hereby or thereby (vw) conflicts with or will conflict with, with or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (wx) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien upon any of the assets of Alberta pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) Alberta's organizational documents and agreementsthe certificate of incorporation or by-laws, each as amended to date, of Buyer, (B) any law, statute, rule, regulation, order, award, judgment or decree to which AlbertaBuyer is subject, Seller or any of the assets of Alberta is subject or (Cc) any contract, agreement, instrument, lease or License license to which Alberta or Seller Buyer is a party or by which it is bound.

Authority to Effect Transactions. (a) Seller has and Stockholders -------------------------------- have all requisite power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("Seller's Closing Documents"). All necessary corporate action (including, without limitation, action by Stockholders) on the part of Seller has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of Seller's Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller, has been duly executed and delivered by Stockholders, and is the legal, valid and binding obligation of Seller and is Stockholders, enforceable against Seller and Stockholders in accordance with its terms. Each of Seller's Closing Documents has been duly authorized by Seller and, upon execution and delivery by Seller, as contemplated hereby, will be the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except (x) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)terms. (b) Except as set forth in Schedule 2.3(b2.2(B) hereto, (i) no consent, --------------- authorization, approval, order, license, certificate, permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.102.6) to which Seller or Alberta any Stockholder is a party or by which Seller or Alberta it is bound or to which any of the assets of Alberta Purchased Assets is subject, is required for the execution, delivery or performance by Seller or Stockholders of this Agreement or any of Seller's Closing Documents or the consummation of the transactions contemplated hereby or thereby and (ii) neither the execution, delivery or performance of this Agreement nor or any of Seller's Closing Documents nor the consummation of the transactions contemplated hereby or thereby (v) conflicts with or will conflict with, or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (w) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien except for Permitted Liens (as defined in Section 2.5(b) hereof) upon any of the assets of Alberta Purchased Assets pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) AlbertaSeller's organizational documents and agreements, each as amended to date, (B) any law, statute, rule, regulation, order, award, judgment or decree to which AlbertaSeller, Seller the Stockholders or any of the assets of Alberta Purchased Assets is subject or (C) any contract, agreement, instrument, lease or License to which Alberta Seller or Seller any Stockholder is a party or by which it is bound.

Authority to Effect Transactions. (a) Seller Each of MRI and Buyer has -------------------------------- all requisite corporate power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("SellerBuyer's Closing Documents"). All necessary corporate action on the part of Seller each of MRI and Buyer, to the extent applicable, has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of SellerBuyer's Closing Documents. This To the extent applicable, this Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller Buyer and MRI, and is the legal, valid and binding obligation of Seller, Buyer and MRI enforceable against Seller Buyer and MRI in accordance with its terms except (x) terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer as such enforceability may contemplated hereby, will be limited by applicable bankruptcythe legal, insolvencyvalid and binding obligations of Buyer, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered enforceable against Buyer in a proceeding in equity or at law)accordance with their terms. (b) Except as set forth in Schedule 2.3(b) 3.2 hereto, (i) no consent, ------------ authorization, approval, order, license, certificate, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory regulating body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.10) license to which Seller either MRI or Alberta Buyer is a party or by which Seller or Alberta it is bound or to which any of the assets of Alberta is subjectbound, is required for the execution, delivery or performance to the extent applicable, by Seller either of MRI and Buyer of this Agreement or any of SellerBuyer's Closing Documents or the in connection therewith or for consummation of the transactions contemplated hereby or thereby and (ii) neither the execution, delivery or performance to the extent applicable, by either MRI or Buyer of this Agreement nor or any of SellerBuyer's Closing Documents Documents, nor the consummation of the transactions contemplated hereby or thereby (vw) conflicts with or will conflict with, with or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (wx) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien upon any of the assets of Alberta pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) Alberta's organizational documents and agreementsthe certificate of incorporation or by-laws, each as amended to date, of either MRI or Buyer, (B) any law, statute, rule, regulation, order, award, judgment or decree to which Albertaeither MRI or Buyer is subject, Seller or any of the assets of Alberta is subject or (Cc) any contract, agreement, instrument, lease or License license to which Alberta either MRI or Seller Buyer is a party or by which it is bound.

Authority to Effect Transactions. (a) Each of the Seller and -------------------------------- Stockholder has all requisite power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("the Seller's Closing Documents"). All necessary corporate action on the part of the Seller has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by the Seller of this Agreement and all of the Seller's Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller the Seller, has been duly executed and delivered by Stockholder, and is the legal, valid and binding obligation of Sellereach of the Seller and Stockholder, enforceable against each of the Seller and Stockholder in accordance with its terms except (x) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Each of the Seller's Closing Documents has been duly authorized by the Seller or the Stockholder, as appropriate, and, upon execution and delivery by the Seller and Stockholder, as contemplated hereby, will be the legal, valid and binding obligations of each of the Seller and Stockholder, enforceable against each of the Seller and Stockholder in accordance with its terms except (x) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (b) Except as set forth in Schedule 2.3(b2.2(B) hereto, (i) no consent, --------------- authorization, approval, order, license, certificatecertifi cate, permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.102.7) to which any of the Seller or Alberta Stockholder is a party or by which any of the Seller or Alberta Stockholder is bound or to which any of the assets of Alberta Purchased Assets is subject, is required for the execution, delivery or performance by the Seller or Stockholder of this Agreement or any of the Seller's Closing Documents or the consummation of the transactions contemplated hereby or thereby and (ii) neither the execution, delivery or performance of this Agreement nor or any of the Seller's Closing Documents nor the consummation of the transactions contemplated hereby or thereby (v) conflicts with or will conflict with, or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (w) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien upon any of the assets of Alberta Purchased Assets pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) Albertathe Seller's organizational documents and agreementscertificate of incorporation or by-laws, each as amended to date, (B) any law, statute, rule, regulation, order, award, judgment or decree to which Albertathe Seller, Seller Stockholder or any of the assets of Alberta Purchased Assets is subject or (C) any contract, agreement, instrument, lease or License to which Alberta any of the Seller or Seller Stockholder is a party or by which it is bound.

Authority to Effect Transactions. (a) Seller has Sellers, Stockholder and -------------------------------- Executive have all requisite power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("Seller's Sellers' Closing Documents")Documents to which they are a party. All necessary corporate action (including, without limitation, all action by stockholders) on the part of Seller Sellers has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller Sellers of this Agreement and all of Seller's Sellers' Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller Sellers, has been duly executed and delivered by Stockholder and Executive, and is the legal, valid and binding obligation of SellerSellers, Stockholder and Executive, enforceable against Seller Sellers, Stockholder and Executive in accordance with its terms except (x) terms. Each of Sellers' Closing Documents has been duly authorized by Sellers and, upon execution and delivery by Sellers, as such enforceability may contemplated hereby, will be limited by applicable bankruptcythe legal, insolvencyvalid and binding obligation of Sellers, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered enforceable against Sellers in a proceeding in equity or at law)accordance with its terms. (b) Except as set forth in Schedule 2.3(b2.2(B) hereto, (i) no consent, --------------- authorization, approval, order, license, certificate, permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.102.6) to which any Seller or Alberta is a party or by which Seller or Alberta it is bound or to which any of the assets of Alberta Purchased Assets is subject, is required for the execution, delivery or performance by Seller Sellers, Stockholder or Executive of this Agreement or any of Seller's Sellers' Closing Documents or the consummation of the transactions contemplated hereby or thereby and (ii) neither the execution, delivery or performance of this Agreement nor or any of Seller's Sellers' Closing Documents nor the consummation of the transactions contemplated hereby or thereby (v) conflicts with or will conflict with, or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (w) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien except for Permitted Liens (as defined in Section 2.5(b) hereof) upon any of the assets of Alberta Purchased Assets pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) Albertaeither Seller's organizational documents certificate of incorporation and agreementsbylaws, each as amended to date, (B) any law, statute, rule, regulation, order, award, judgment or decree to which Albertaeither Seller, Seller Stockholder or Executive or any of the assets of Alberta Purchased Assets is subject or (C) any contract, agreement, instrument, lease or License to which Alberta either Seller, Stockholder or Seller Executive is a party or by which it is bound.

Authority to Effect Transactions. (a) General Partner and -------------------------------- Seller each has all requisite power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("applicable Seller's Closing Documents"). All necessary corporate action (including, without limitation, action by General Partner and the partners of Seller) on the part of General Partner and Seller has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by General Partner and Seller of this Agreement and all of Seller's Closing Documents, including, but not limited to, an appropriate notice to the stockholders or partners, as appropriate, to the extent required by law, which contains a description of this transaction and all material terms thereof, and the appropriate vote by stockholders or partners, as appropriate and to the extent required by law. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller General Partner and Seller, its stockholders and/or partners, to the extent required by law, and is the legal, valid and binding obligation of General Partner and Seller, enforceable against General Partner and Seller in accordance with its terms except (x) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles principals of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Seller's Closing Documents have been duly authorized and, upon execution and delivery by General Partner and Seller, as contemplated hereby, will be the legal, valid and binding obligation of General Partner and Seller, enforceable against General Partner and Seller in accordance with their terms. (b) Except as set forth in Schedule 2.3(b2.2(B) hereto, (i) no consent, --------------- authorization, approval, order, license, certificate, permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.102.6) to which Seller or Alberta General Partner is a party or by which Seller or Alberta is bound or to which any of the assets of Alberta is subject, is required for the execution, delivery or performance by Seller of this Agreement or any of Seller's Closing Documents or the consummation of the transactions contemplated hereby or thereby and (ii) neither the execution, delivery or performance of this Agreement nor any of Seller's Closing Documents nor the consummation of the transactions contemplated hereby or thereby (v) conflicts with or will conflict with, or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (w) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien upon any of the assets of Alberta pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) Alberta's organizational documents and agreements, each as amended to date, (B) any law, statute, rule, regulation, order, award, judgment or decree to which Alberta, Seller or any of the assets of Alberta is subject or (C) any contract, agreement, instrument, lease or License to which Alberta or Seller is a party or by which it is bound.by

Authority to Effect Transactions. (a) Seller Each of Buyer and Medical -------------------------------- Resources, to the extent applicable, has all requisite corporate power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("SellerBuyer's Closing Documents"). All necessary corporate action actions on the part of Seller has Buyer and Medical Resources have been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of SellerBuyer's Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller Buyer and Medical Resources and is the legal, valid and binding obligation each of Seller, Buyer and Medical Resources enforceable against Seller Buyer and Medical Resources in accordance with its terms except (x) terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer and the other parties thereto, as such enforceability may contemplated hereby, will be limited by applicable bankruptcythe legal, insolvencyvalid and binding obligations of Buyer, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered enforceable against Buyer in a proceeding in equity or at law)accordance with their terms. (b) Except as set forth in Schedule 2.3(b) 3.2 hereto, to the best of Buyer's and Medical Resources' knowledge after due inquiry by Buyer and Medical Resources: (i) no consent, authorization, approval, order, license, certificate, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory regulating body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.10) license to which Seller or Alberta Buyer is a party or by which Seller or Alberta Buyer is bound or to which any of the assets of Alberta is subjectbound, is required for the execution, delivery or performance by Seller Buyer or Medical Resources of this Agreement or any of SellerBuyer's Closing Documents or the in connection therewith or for consummation of the transactions contemplated hereby or thereby thereby; and (ii) neither the execution, delivery or performance by Buyer or Medical Resources of this Agreement nor or any of SellerBuyer's Closing Documents Documents, nor the consummation of the transactions contemplated hereby or thereby (vw) conflicts with or will conflict with, with or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (wx) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien upon any of the assets of Alberta pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) Alberta's organizational documents and agreementsthe certificate of incorporation or by-laws, each as amended to date, of Buyer and Medical Resources, (B) any law, statute, rule, regulation, order, award, judgment or decree to which AlbertaBuyer or Medical Resources is subject, Seller or any of the assets of Alberta is subject or (Cc) any contract, agreement, instrument, loan agreement, lease or License license to which Alberta Buyer or Seller Medical Resources is a party or by which it Buyer or Medical Resources is bound.

Authority to Effect Transactions. (a) Seller has and the -------------------------------- Stockholders have all requisite power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("Seller's Closing Documents"). All necessary corporate action (including, without limitation, action by stockholders) on the part of Seller has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of Seller's Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller, has been duly executed and delivered by the Stockholders, and is the legal, valid and binding obligation of Seller and is the Stockholders, enforceable against Seller and the Stockholders in accordance with its terms. Each of Seller's Closing Documents has been duly authorized by Seller and, upon execution and delivery by Seller, as contemplated hereby, will be the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except (x) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)terms. (b) Except as set forth in Schedule 2.3(b2.2(B) hereto, (i) no consent, --------------- authorization, approval, order, license, certificate, permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or License (as defined in Section 2.102.6) to which Seller or Alberta is the Stockholders are a party or by which Seller it or Alberta is they are bound or to which any of the assets of Alberta Purchased Assets is subject, is required for the execution, delivery or performance by Seller or the Stockholders of this Agreement or any of Seller's Closing Documents or the consummation of the transactions contemplated hereby or thereby and (ii) neither the execution, delivery or performance of this Agreement nor or any of Seller's Closing Documents nor the consummation of the transactions contemplated hereby or thereby (v) conflicts with or will conflict with, or (with or without the giving of notice or the passage of time or both) results or will result in a breach of the terms, conditions or provisions of, (w) constitutes or will constitute a default under, (x) results or will result in the creation of any Lien except for Permitted Liens (as defined in Section 2.5(b) hereof) upon any of the assets of Alberta Purchased Assets pursuant to, (y) constitutes or will constitute an event creating rights of acceleration, termination or cancellation, or loss of rights under, or (z) results or will result in a violation of, (A) AlbertaSeller's organizational documents and agreements, each as amended to date, (B) any law, statute, rule, regulation, order, award, judgment or decree to which AlbertaSeller, Seller any of the Stockholders or any of the assets of Alberta Purchased Assets is subject or (C) any contract, agreement, instrument, lease or License to which Alberta Seller or Seller any of the Stockholders is a party or by which it is bound.