Authorization of Agreement; No Breach. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action of Envoy. This Agreement and the Merger have been duly authorized by all necessary corporate action of Quintiles and QFinance, in their capacity as the sole stockholders of Envoy, in accordance with the TBCA. Attached to Section 5.2 of the Envoy Disclosure Letter are certified copies of the resolutions which have been duly adopted by Envoy's Board of Directors and the Board of Directors of Quintiles and QFinance, as the sole stockholders of Envoy, evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by Envoy, Quintiles and QFinance pursuant to this Agreement will constitute, legal, valid and binding obligations of Envoy, Quintiles and QFinance enforceable against each of them in accordance with their respective terms, except to the extent such enforceability is subject to (i) Laws of general application relating to bankruptcy, insolvency, moratorium and the relief of debtors, (ii) the availability of specific performance, injunctive relief or other equitable remedies and (iii) limitations on the enforceability of indemnification provisions under applicable federal and state securities Laws. The execution, delivery and performance of this Agreement and the agreements and other documents and instruments to be executed and delivered by each of Envoy, Quintiles and QFinance pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby will not, subject to obtaining the Consents identified or contemplated herein (including without limitation all filings or Consents under the HSR Act, N.C. Gen. Stat. Section 78A-30, the Securities Laws and state securities Laws), (i) violate or result in a breach of or Default under the Charter or bylaws of Envoy or Quintiles; (ii) violate any Law, Order, administrative decision or award of any court, arbitrator, mediator, tribunal or Regulatory Authority applicable to or binding upon Envoy, Quintiles or upon Assets or business of Envoy or Quintiles; (iii) conflict with or constitute a Default under any Material Contract to which Envoy or Quintiles is a party or by which Envoy or Quintiles is bound; or (iv) create a Material Lien u...
Authorization of Agreement; No Breach. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action of WebMD. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by WebMD pursuant to this Agreement will constitute, legal, valid and binding obligations of WebMD enforceable against WebMD in accordance with their respective terms, except to the extent such enforceability is subject to (i) laws of general application relating to bankruptcy, insolvency, moratorium and the relief of debtors and (ii) the availability of specific performance, injunctive relief or other equitable remedies. Except as set forth on Schedule 4.2, the execution, delivery and performance of this Agreement and the agreements and other documents and instruments to be executed and delivered by WebMD pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby will not, subject to obtaining the consents identified herein, (i) violate or result in a breach of or Default under the articles or certificate of incorporation or bylaws of WebMD or any of its Subsidiaries or any other Material instrument or agreement to which WebMD or any of its Subsidiaries is a party or is bound; (ii) to the knowledge of WebMD and its Subsidiaries, violate any Law, administrative decision or award of any court, arbitrator, mediator, tribunal, administrative agency or governmental body applicable to or binding upon WebMD or its Subsidiaries or upon their respective securities, property or business; (iii) conflict with or constitute a Default under any Material Contract to which WebMD or any of its Subsidiaries is a party or by which WebMD or any of its Subsidiaries is bound; or (iv) create a Material Lien upon the securities, property or business of WebMD or any of its Subsidiaries.
Authorization of Agreement; No Breach. The execution and delivery of this Assets Purchase Agreement have been duly authorized by all necessary corporate action on the part of ActaMed, and no further corporate action of any nature is required pursuant to the Articles or the bylaws of ActaMed. All Persons who have executed or will execute this Assets Purchase Agreement, or any other agreement or document called for by this Assets Purchase Agreement on behalf of ActaMed have been duly authorized to do so by all necessary corporate action. This Assets Purchase Agreement and the other ActaMed Documents have been duly executed and delivered by ActaMed and constitute legal, valid and binding obligations of ActaMed, enforceable against ActaMed in accordance with their respective terms, except as enforceability may be limited by applicable equitable principles, or by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting the enforcement of creditors' rights generally. The execution, delivery and performance of this Assets Purchase Agreement and the other ActaMed Documents and the consummation of the transactions contemplated hereby and thereby will not (1) violate or result in a breach of or Default or acceleration under the Articles or the bylaws of ActaMed or any material contract to which ActaMed is a party or is bound, (2) violate any Court Order, quasi-judicial or administrative decision or award of any court, arbitrator, mediator, tribunal, administrative agency or governmental body applicable to or binding upon ActaMed or upon the securities, property or business of ActaMed or (3) violate any Regulation relating to ActaMed, or to the securities, property, or business of ActaMed.
Authorization of Agreement; No Breach. The execution, delivery and performance of this Agreement have been duly and validly authorized by Buyer, and Buyer has the full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions hereby contemplated. Neither such execution, delivery and performance nor compliance by Buyer with the terms and provisions hereof will (assuming receipt of all necessary approvals from the FCC) conflict with or result in a breach of any of the terms, conditions or provisions of the Certificate of Incorporation or By-Laws of Buyer or any judgment, order, or decree of any court or other governmental authority to which Buyer is subject, or any material agreement to which the Buyer is subject.
Authorization of Agreement; No Breach. (1) All corporate action necessary to be taken by or on the part of Seller in connection with the transactions contemplated hereby has been duly and validly taken, and the execution, delivery and performance of this Agreement have been duly and validly authorized. Seller has the full power and authority to execute, deliver and perform this Agreement and to consummate all the transactions hereby contemplated. Neither such execution, delivery and performance nor compliance by Seller with the terms and provisions hereof will (i) conflict with or result in a breach of any of the terms, conditions or provisions of the Articles of Incorporation and By-Laws of Seller, (ii) (assuming receipt of all necessary approvals from the FCC) constitute a violation of, conflict with or result in any breach of or default under, result in any termination or modification of, or cause any acceleration of any obligation of the Station, to which Seller is a party or by which it is bound, or by which the Station or any of the Station's Assets may be affected, or any judgment, order, injunction, decree, law, regulation, rule or ruling of any court or other governmental authority to which Seller, the Station or the Station' Assets is subject, or (iii)
Authorization of Agreement; No Breach. The execution, delivery and performance of this Agreement has been duly and validly authorized and approved by Seller's Board of Directors and Stockholders, and Seller has the full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Neither such execution, delivery and performance nor compliance by Seller with the terms and provisions hereof will (assuming receipt of all necessary approvals from the FCC) conflict with or result in a breach of any of the terms, conditions or provisions of the Articles of Incorporation or By-Laws of Seller or any judgment, order, injunction, decree, law, regulation, rule or ruling of any court or other governmental authority to which Seller is subject.
Authorization of Agreement; No Breach. Time Broker has the corporate power and authority to execute, deliver and perform this Agreement. This Agreement constitutes the valid and binding obligation of Time Broker, enforceable against Time Broker in accordance with its terms, except as such enforceability may be limited by bankruptcy and laws affecting the enforcement of creditors' rights generally or equitable principles. Assuming the consents and approvals required elsewhere herein are obtained, neither such execution, delivery and performance nor compliance by Time Broker with the terms and provisions hereof will conflict with or result in a breach of any of the terms, conditions or provisions of the organizational documents of Time Broker or any judgment, order, injunction, decree, regulation or ruling of any court or any other governmental authority to which Time Broker is subject or any material agreement or contract to which Time Broker is a party or to which it is subject, or constitute a material default thereunder.
Authorization of Agreement; No Breach. Tuscaloosa, SRPLI and SRRLI have the corporate power and authority to execute, deliver and perform this Agreement. This Agreement constitutes the valid and binding obligation of each of Tuscaloosa, SRPLI and SRRLI, enforceable against each in accordance with its terms, except as such enforceability may be limited by bankruptcy and laws affecting the enforcement of creditors' rights generally or equitable principles. Assuming the consents and approvals required elsewhere herein are obtained and that this Agreement is filed with the FCC, neither such execution, delivery and performance nor compliance by Tuscaloosa, SRPLI and SRRLI with the terms and provisions hereof will conflict with or result in a breach of any of the terms, conditions or provisions of the organizational documents of such entities or any judgment, order, injunction, decree, regulation or ruling of any court or any other governmental authority to which each is subject or any material agreement or contract to which each is a party or to which they are subject, or constitute a material default thereunder.
Authorization of Agreement; No Breach. CBS has the necessary corporate power and authority to execute, deliver and perform this Agreement, the Time Brokerage Agreement, and such other agreements as are necessary to consummate the transactions contemplated hereby, and, subject to the receipt of the consents and approvals required elsewhere herein, this Agreement and the Time Brokerage Agreement constitute the valid and binding obligation of CBS enforceable against it in accordance with their terms, except as limited by bankruptcy and insolvency laws and by laws affecting the enforcement of creditors' rights generally or equitable principles. Assuming said consents and approvals are obtained, neither such execution, delivery, and performance nor compliance by CBS with the terms and provisions of this Agreement and the Time Brokerage Agreement will conflict with or result in a breach of any of the terms, conditions, or provisions of the Articles of Incorporation or By-Laws of CBS or its Affiliates or any judgment, order, injunction, decree, regulation, or ruling of any court or any other governmental authority to which CBS or any of its Affiliates is subject or any material agreement or contract to which CBS or any of its Affiliates is a party or to which it is subject, or constitute a material default thereunder.
Authorization of Agreement; No Breach. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action of PSS. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by PSS pursuant to this Agreement will constitute, legal, valid and binding obligations of PSS enforceable against PSS in accordance with their respective terms. The execution, delivery and performance of this Agreement and the agreements and other documents and instruments to be executed and delivered by PSS pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby will not, subject to obtaining the consents identified herein, (i) violate or result in a breach of or Default under the articles or certificate of incorporation or bylaws of PSS or any of its Subsidiaries or any other Material instrument or agreement to which PSS or any of its Subsidiaries is a party or is bound; (ii) to the knowledge of PSS and its Subsidiaries, violate any Law, administrative decision or award of any court, arbitrator, mediator, tribunal, administrative agency or governmental body applicable to or binding upon PSS or its Subsidiaries or upon their respective securities, property or business; (iii) conflict with or constitute a Default under any Material Contract to which PSS or any of its Subsidiaries is a party or by which PSS or any of its Subsidiaries is bound; or (iv) create a Lien upon the securities, property or business of PSS or any of its Subsidiaries.
