Authority to Enter into Agreement; Enforceability. It has the full corporate power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby. All corporate actions and proceedings required to be taken by it to authorize the execution, delivery, and performance of this Agreement and all transactions contemplated hereby have been duly and validly taken. This Agreement, when duly executed and delivered by it and, when duly executed by the Sellers hereto, will constitute its legal, valid, and binding obligation enforceable against it in accordance with its terms except as limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and (b) general principles of equity.
Authority to Enter into Agreement; Enforceability. Sellers have the full corporate and/or limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate actions and proceedings required to be taken by Sellers to authorize the execution, delivery, and performance of this Agreement and all transactions contemplated hereby have been duly and validly taken. This Agreement, when duly executed and delivered by MHP and, when duly executed by the other Parties hereto, will constitute Sellers’ legal, valid, and binding obligation enforceable against Sellers in accordance with its terms except as limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and (b) general principles of equity.
Authority to Enter into Agreement; Enforceability. It has full corporate power and authority to enter into and to carry out the terms and provisions of this Agreement, and the Transaction, without the approval and consent of any other party or authority, other than BHHS which approval and consent has been obtained. All corporate proceedings have been taken and all corporate authorizations have been obtained by it to authorize execution of the Agreement. All corporate proceedings have been or will be taken, and all corporate authorizations have been or will be obtained by it, to effect the Transaction. The Agreement, when duly executed and delivered by it and, when duly executed by the other Parties hereto, will constitute its legal, valid, and binding obligation enforceable against it in accordance with its terms except as limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and (b) general principles of equity.
Authority to Enter into Agreement; Enforceability. Subject to the receipt of all Required Approvals, CGHC has all requisite power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations (including the consummation of the transactions contemplated hereby) hereunder and thereunder. The execution and delivery of this Agreement by CGHC, CGHC’s performance of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action, and, except for the Member Approval, no other act or proceeding on the part of CGHC or its governing body or members is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CGHC and, assuming the due execution and delivery of this Agreement and the other agreements contemplated hereby by the other parties hereto and thereto, this Agreement constitutes, and the other agreements contemplated hereby upon execution and delivery by CGHC will each constitute, a valid and binding obligation of CGHC, enforceable in accordance with its terms.
Authority to Enter into Agreement; Enforceability. CareSource has all requisite organizational power and authority to execute and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations (including the consummation of the transactions contemplated hereby and thereby) hereunder and thereunder. The execution, delivery and performance by CareSource of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by CareSource’s governing body and no other act or proceeding on the part of CareSource or its governing body, stockholders or members, as applicable, is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements and transactions contemplated hereby. This Agreement has been duly executed and delivered by CareSource and, assuming the due execution and delivery of this Agreement and the other agreements contemplated hereby by the other parties hereto and thereto, this Agreement constitutes, and the other agreements contemplated hereby upon execution and delivery by CareSource will each constitute, a valid and binding obligation of CareSource, enforceable in accordance with its terms.
Authority to Enter into Agreement; Enforceability. SBR has the ---------------------------------------------------- right, power, legal capacity and authority to enter into and carry out the terms and provisions of this Agreement and the other agreements to be entered into by SBR in connection with the consummation of this Agreement, without obtaining the approval or consent of any party or authority. This Agreement and such other agreements constitute the legal, valid and binding agreements of SBR, enforceable against it in accordance with its terms.
Authority to Enter into Agreement; Enforceability. AMLH has the --------------------------------------------------- right, power, legal capacity and authority to enter into and carry out the terms of this Agreement and the other agreements to be entered into by AMLH pursuant to the terms of this Agreement without obtaining the approval or consent of any party or authority. This Agreement and such other agreements constitute the legal, valid and binding agreements of AMLH enforceable against AMLH in accordance with their respective terms.
Authority to Enter into Agreement; Enforceability. Seller has the ------------------------------------------------- right, power, legal capacity and authority to enter into and carry out the terms and provisions of this Agreement and the other agreements to be entered into by Seller in connection with the consummation of this Agreement, without obtaining the approval or consent of any party or authority. This Agreement and such other agreements constitute the legal, valid and binding agreements of Seller, enforceable against it in accordance with its terms.
Authority to Enter into Agreement; Enforceability. Each of ARC and AMLH ------------------------------------------------- has the right, power, legal capacity and authority to enter into and carry out the terms of this Agreement and the other agreements to be entered into by them pursuant to the terms of this Agreement. This Agreement and such other agreements constitute the legal, valid and binding obligations of ARC and AMLH, enforceable against each of them in accordance with their respective terms.
Authority to Enter into Agreement; Enforceability. 1002462.3 DHCS and Molina hereby warrant and represent to each other that they have full power and authority to enter into this Agreement, and comply with the obligations set forth herein, including but not limited to the Settlement Account Agreement and the extensions of the contracts as set forth in Section 1 (the “Medi-Cal Contracts”) and no other action on the part of either party is necessary to enter into this Agreement, the Settlement Account Agreement, or the Contract Extensions as set forth in Section 1.a. This Agreement, the Settlement Account Agreement, and the Contract Extensions as set forth in 1.a, each constitute a binding obligation on each party, enforceable in accordance with the terms of each, and with the terms of this Settlement Agreement.
