Common use of Authorization of Agreement; No Breach Clause in Contracts

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 upon the Assets or business of Envoy, other than, in the case of clauses (ii), (iii) and (iv) above, any such violation, conflict, Default, or Lien that, if occurring, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Envoy. Envoy has taken all steps necessary to exempt the transactions contemplated by this Agreement irrevocably from any applicable "fair price," "moratorium," "control share acquisition," "interested shareholder" or other anti-takeover Law (however styled), including without limitation the Tennessee Investor Protection Act, the Tennessee Business Combination Act, the Tennessee Control Share Acquisition Act and the Tennessee Authorized Corporate Protection Act, and from any applicable Organizational Document or Contract to which Envoy is a party containing any change of control, "anti-takeover" or similar provision.

Authorization of Agreement; No Breach. The execution, delivery and performance of this Agreement have has 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 herebyHealtheon/WebMD. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by Envoy, Quintiles and QFinance Healtheon/WebMD pursuant to this Agreement will constitute, legal, valid and binding obligations of Envoy, Quintiles and QFinance Healtheon/WebMD enforceable against each of them it 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, debtors and (ii) the availability of specific performance, injunctive relief or other equitable remedies remedies. Merger Corp has the corporate power and (iii) limitations 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 enforceability part of indemnification provisions under applicable federal Merger Corp. This Agreement represents a legal, valid, and state securities Lawsbinding obligation of Merger Corp, enforceable against Merger Corp in accordance with its terms. The Except in such case, individually or in the aggregate, that will not result in a Material Adverse Effect on Healtheon/WebMD, 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 Healtheon/WebMD 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 Law and state securities LawsLaws and the rules and regulations of the NASD), (i) violate or result in a breach of or Default under the Charter certificate of incorporation or bylaws of Envoy Healtheon/WebMD or Quintilesany of its Subsidiaries or any other Material Contract to which Healtheon/WebMD or any of its Subsidiaries is a party or is bound; (ii) to the Knowledge of Healtheon/WebMD and its Subsidiaries, violate any Law, Order, administrative decision or award of any court, arbitrator, mediator, tribunal or Regulatory Authority applicable to or binding upon Envoy, Quintiles Healtheon/WebMD or its Subsidiaries or upon their respective securities, 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 boundbusiness; or (iviii) create a Material Lien upon the securities, Assets or business of Envoy, other than, in the case Healtheon/WebMD or any of clauses (ii), (iii) and (iv) above, any such violation, conflict, Default, or Lien that, if occurring, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Envoy. Envoy has taken all steps necessary to exempt the transactions contemplated by this Agreement irrevocably from any applicable "fair price," "moratorium," "control share acquisition," "interested shareholder" or other anti-takeover Law (however styled), including without limitation the Tennessee Investor Protection Act, the Tennessee Business Combination Act, the Tennessee Control Share Acquisition Act and the Tennessee Authorized Corporate Protection Act, and from any applicable Organizational Document or Contract to which Envoy is a party containing any change of control, "anti-takeover" or similar provisionits Subsidiaries.

Authorization of Agreement; No Breach. The execution, delivery and performance of this Agreement have has 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 herebyHealtheon/WebMD. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by Envoy, Quintiles and QFinance Healtheon/WebMD pursuant to this Agreement will constitute, legal, valid and binding obligations of Envoy, Quintiles and QFinance Healtheon/WebMD enforceable against each of them it 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, debtors and (ii) the availability of specific performance, injunctive relief or other equitable remedies remedies. Each of Healtheon/WebMD and (iii) limitations 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 enforceability part of indemnification provisions under applicable federal Merger Corp. This Agreement represents a legal, valid, and state securities Lawsbinding obligation of Merger Corp, enforceable against Merger Corp in accordance with its terms. The Except in such case that will not result in a Healtheon/WebMD Material Adverse Effect, 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 Healtheon/WebMD 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 LawsLaws and the rules and regulations of the NASD), (i) violate or result in a breach of or Default under the Charter certificate of incorporation or bylaws of Envoy Healtheon/WebMD or Quintilesany of its Subsidiaries or any other Material Contract to which Healtheon/WebMD or any of its Subsidiaries is a party or is bound; (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 Healtheon/WebMD or its Subsidiaries or upon their respective securities, 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 boundbusiness; or (iviii) create a Material Lien upon the securities, Assets or business of Envoy, other than, in the case Healtheon/WebMD or any of clauses (ii), (iii) and (iv) above, any such violation, conflict, Default, or Lien that, if occurring, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Envoy. Envoy has taken all steps necessary to exempt the transactions contemplated by this Agreement irrevocably from any applicable "fair price," "moratorium," "control share acquisition," "interested shareholder" or other anti-takeover Law (however styled), including without limitation the Tennessee Investor Protection Act, the Tennessee Business Combination Act, the Tennessee Control Share Acquisition Act and the Tennessee Authorized Corporate Protection Act, and from any applicable Organizational Document or Contract to which Envoy is a party containing any change of control, "anti-takeover" or similar provisionits Subsidiaries.

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 Company, other than the Merger have been duly authorized by all necessary corporate action meeting of Quintiles and QFinance, in their capacity as the sole stockholders of Envoy, in accordance with the TBCA. Attached Company to approve this Agreement to be held pursuant 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 hereby8.1. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by Envoy, Quintiles and QFinance Company pursuant to this Agreement will constitute, legal, valid and binding obligations of Envoy, Quintiles and QFinance Company enforceable against each of them it 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 Company 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 QuintilesCompany; (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 Company or upon the Assets or business of Envoy or QuintilesCompany; (iii) conflict with or constitute a Default under any Material Contract to which Envoy or Quintiles Company is a party or by which Envoy or Quintiles is bound; or (iv) create a Material Lien upon the Assets or business of Envoy, other than, in the case of clauses (ii), (iii) and (iv) above, any such violation, conflict, Default, or Lien that, if occurring, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Envoy. Envoy has taken all steps necessary to exempt the transactions contemplated by this Agreement irrevocably from any applicable "fair price," "moratorium," "control share acquisition," "interested shareholder" or other anti-takeover Law (however styled), including without limitation the Tennessee Investor Protection Act, the Tennessee Business Combination Act, the Tennessee Control Share Acquisition Act and the Tennessee Authorized Corporate Protection Act, and from any applicable Organizational Document or Contract to which Envoy is a party containing any change of control, "anti-takeover" or similar provision.Company is

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 Company, other than the Merger have been duly authorized by all necessary corporate action meeting of Quintiles and QFinance, in their capacity as the sole stockholders of Envoy, in accordance with the TBCA. Attached Company to approve this Agreement to be held pursuant 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 hereby8.1. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by Envoy, Quintiles and QFinance Company pursuant to this Agreement will constitute, legal, valid and binding obligations of Envoy, Quintiles and QFinance Company enforceable against each of them it 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 Company 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 QuintilesCompany; (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 Company or upon the Assets or business of Envoy or QuintilesCompany; (iii) conflict with or constitute a Default under any Material Contract to which Envoy or Quintiles Company is a party or by which Envoy or Quintiles Company is bound; or (iv) create a Material Lien upon the Assets or business of EnvoyCompany, other than, in the case of clauses (ii), (iii) and (iv) above, any such violation, conflict, Default, or Lien that, if occurring, could would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect on Envoy. Envoy has taken all steps necessary and other than Liens created under the Security Agreement executed by Company in connection with the Loan Agreement executed pursuant to exempt the transactions contemplated by this Agreement irrevocably from any applicable "fair price," "moratorium," "control share acquisition," "interested shareholder" or other anti-takeover Law (however styled), including without limitation the Tennessee Investor Protection Act, the Tennessee Business Combination Act, the Tennessee Control Share Acquisition Act and the Tennessee Authorized Corporate Protection Act, and from any applicable Organizational Document or Contract to which Envoy is a party containing any change of control, "anti-takeover" or similar provisionSection 8.16.

Authorization of Agreement; No Breach. The execution, delivery and performance of this Agreement have has 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 herebyHealtheon/WebMD. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by Envoy, Quintiles and QFinance Healtheon/WebMD pursuant to this Agreement will constitute, legal, valid and binding obligations of Envoy, Quintiles and QFinance Healtheon/WebMD enforceable against each of them it 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, debtors and (ii) the availability of specific performance, injunctive relief or other equitable remedies remedies. Each of Healtheon/WebMD and (iii) limitations 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 enforceability part of indemnification provisions under applicable federal Merger Corp. This Agreement represents a legal, valid, and state securities Lawsbinding obligation of Merger Corp, enforceable against Merger Corp in accordance with its terms. The Except in such case that will not result in a Healtheon/WebMD Material Adverse Effect, 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 Healtheon/WebMD 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 LawsLaws and the rules and regulations of the NASD), (i) violate or result in a breach of or Default under the Charter certificate of incorporation or bylaws of Envoy Healtheon/WebMD or Quintilesany of its Subsidiaries or any other Material Contract to which Healtheon/WebMD or any of its Subsidiaries is a party or is bound; (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 Healtheon/WebMD or its Subsidiaries 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 upon the Assets or business of Envoytheir respective securities, other than, in the case of clauses (ii), (iii) and (iv) above, any such violation, conflict, Default, or Lien that, if occurring, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Envoy. Envoy has taken all steps necessary to exempt the transactions contemplated by this Agreement irrevocably from any applicable "fair price," "moratorium," "control share acquisition," "interested shareholder" or other anti-takeover Law (however styled), including without limitation the Tennessee Investor Protection Act, the Tennessee Business Combination Act, the Tennessee Control Share Acquisition Act and the Tennessee Authorized Corporate Protection Act, and from any applicable Organizational Document or Contract to which Envoy is a party containing any change of control, "anti-takeover" or similar provision.Assets