Common use of Authority; Validity; Consents Clause in Contracts

Authority; Validity; Consents. Buyer has the requisite power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the Transaction. The execution, delivery and performance of this Agreement by Xxxxx and the consummation by Buyer of the Transaction have been duly and validly authorized by all requisite corporate actions in respect thereof. This Agreement has been duly and validly executed and delivered by Xxxxx and each other Transaction Document to which Buyer is a Party will be duly and validly executed and delivered by Buyer, as applicable, at the Closing. This Agreement and the other Transaction Documents to which Buyer is a party constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or general principles of equity. Buyer is not or will not be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the Transaction, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, affect Buyer's ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the Transaction.

Authority; Validity; Consents. Buyer Each of the Purchaser and WebMD has the requisite corporate power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the Transactiontransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party by Xxxxx the Purchaser and WebMD and the consummation by Buyer of the Transaction transactions contemplated herein and therein have been duly and validly authorized by the respective boards of directors of the Purchaser and WebMD and all requisite other required corporate actions in respect thereof. This Agreement has been duly action of the Purchaser and validly executed and delivered by Xxxxx and each other Transaction Document to which Buyer is a Party will be duly and validly executed and delivered by Buyer, as applicable, at the ClosingWebMD. This Agreement and the other Transaction Documents to which Buyer each is a party constitute the legal, valid and binding obligation obligations of Buyer, the Purchaser and WebMD enforceable against Buyer them in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' ’ rights generally or general principles of equity. Buyer Neither the Purchaser nor WebMD is not or will not be required to give any notice to or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the Transactiontransactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of notices or consents which to provide, make if not given or obtain, obtained would not, individually or not result in the aggregate, affect Buyer's ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the Transactiona material adverse effect.

Authority; Validity; Consents. Buyer The Vendor has the requisite corporate power and authority necessary to enter into into, and to perform its obligations under under, this Agreement and the other Transaction Documents to which it is a party and to consummate the Transactiontransactions contemplated hereby and thereby. The execution, delivery of and performance of with, this Agreement and the other Transaction Documents by Xxxxx the Vendor and the consummation by Buyer of the Transaction transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate actions in respect thereof. This Agreement has the board of directors of the Vendor, and will, subject to, and upon receipt of, the Requisite Shareholder Approval, have been duly and validly executed and delivered approved by Xxxxx and each other Transaction Document to which Buyer is a Party will be duly and validly executed and delivered by Buyer, as applicable, at the Closingshareholders of the Vendor. This Agreement and the other Transaction Documents to which Buyer is a party constitute the legal, valid and binding obligation obligations of Buyer, the Vendor enforceable against Buyer it in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' ’ rights generally or general principles of equity. Buyer Except as set forth in Section 3.2 of the Disclosure Schedule, neither the Vendor nor the Subsidiary is not or will not be required to give any notice to or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the Transactiontransactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of notices or consents which to provide, make if not given or obtain, obtained would not, individually or not result in the aggregate, affect Buyer's ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the Transactiona Material Adverse Effect.

Authority; Validity; Consents. (a) Buyer has the requisite power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the Transactiontransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Xxxxx Buyer and the consummation by Buyer of the Transaction transactions contemplated herein have been duly and validly authorized by all requisite corporate or similar actions in respect thereof. This Agreement has been duly and validly executed and delivered by Xxxxx Buyer and each other Transaction Document to which Buyer is a Party party will be duly and validly executed and delivered by Buyer, as applicable, Buyer at the Closing. This Agreement and constitutes and, when executed, the other Transaction Documents to which Buyer is a party constitute will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' ’ rights generally or general principles of equity. . (b) Except for (i) the entry of the Approval Order, (ii) the receipt of the Ombudsman Report and (iii) for notices, filings and consents required in connection with the Bankruptcy Cases, Buyer is not or and will not be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the Transaction, except for such notices, filings and consents, the failure of which to provide, make transactions contemplated hereby or obtain, would not, individually or in the aggregate, affect Buyer's ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the Transactionthereby.

Authority; Validity; Consents. Buyer has the requisite power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the Transactiontransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Xxxxx Buyer and the consummation by Buyer of the Transaction transactions contemplated herein have been duly and validly authorized by all requisite corporate limited liability company actions in respect thereof. This Agreement has been duly and validly executed and delivered by Xxxxx Buyer and each other Transaction Document to which Buyer is a Party party will be duly and validly executed and delivered by Buyer, as applicable, Buyer at the Closing. This Agreement and the other Transaction Documents to which Buyer is a party constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' ’ rights generally or general principles of equity. Except as required to comply with the HSR Act, Buyer is not or and will not be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the Transaction, except for such notices, filings and consents, the failure of which to provide, make transactions contemplated hereby or obtain, would not, individually or in the aggregate, affect Buyer's ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the Transactionthereby.