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

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, 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 4.26.2, 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, delivery and performance of this Agreement has have been duly authorized by all necessary corporate action of WebMDDII, other than the meeting (or written consent) of the shareholders of DII to approve this Agreement to be held pursuant to Section 8.13. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by WebMD DII pursuant to this Agreement will constitute, legal, valid and binding obligations of WebMD DII enforceable against WebMD DII 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 The execution, delivery and performance of this Agreement and the agreements and other documents and instruments to be executed and delivered by WebMD DII 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 DII or any of its Subsidiaries or any other Material instrument or agreement to which WebMD DII or any of its Subsidiaries is a party or is bound; (ii) to the knowledge of WebMD DII 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 DII or its Subsidiaries or upon their respective securities, property or business; (iii) except as set forth on 5.2 or 5.16 conflict with or constitute a Default under any Material Contract to which WebMD DII or any of its Subsidiaries is a party or by which WebMD DII or any of its Subsidiaries is bound; or (iv) create a Material Lien upon the securities, property or business of WebMD DII or any of its Subsidiaries.

Authorization of Agreement; No Breach. The execution, delivery and performance of this Agreement has have been duly authorized by all necessary corporate action of WebMDGNN, other than the meeting (or written consent) of the stockholders of GNN to approve this Agreement to be held pursuant to Section 10.1. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by WebMD GNN pursuant to this Agreement will constitute, legal, valid and binding obligations of WebMD GNN enforceable against WebMD GNN in accordance with their respective terms, except to the extent such enforceability is subject to (i) laws 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 The execution, delivery and performance of this Agreement and the agreements and other documents and instruments to be executed and delivered by WebMD GNN pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby will not, subject to obtaining the consents identified hereinor contemplated herein (including without limitation all filings or consents under the HSR Act, the Securities Law and state securities Laws, and the rules and regulations of the NASD and the Nasdaq Stock Market with respect to the securities issued under the Registration Statement), (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 boundGNN; (ii) to the knowledge of WebMD and its SubsidiariesGNN, violate any Law, Order, administrative decision or award of any court, arbitrator, mediator, tribunal, administrative agency tribunal or governmental body Regulatory Authority applicable to or binding upon WebMD or its Subsidiaries GNN or upon their respective securities, property its Assets or business; (iii) conflict with or constitute a Default under any Material Contract to which WebMD or any of its Subsidiaries GNN is a party or by which WebMD or any of its Subsidiaries GNN is bound; or (iv) create a Material Lien upon the securities, property Assets or business of WebMD or any of its SubsidiariesGNN.

Authorization of Agreement; No Breach. The execution, delivery and ------------------------------------- performance of this Agreement has have been duly authorized by all necessary corporate action of WebMD. WebMD and Merger Corp. This Agreement constitutes, and all agreements and other instruments and documents to be executed and delivered by WebMD and Merger Corp. pursuant to this Agreement will constitute, legal, valid and binding obligations of WebMD and Merger Corp. enforceable against WebMD and Merger Corp. in accordance with their respective terms, 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 4.27.2, the execution, delivery and ------------ performance of this Agreement and the agreements and other documents and instruments to be executed and delivered by WebMD and Merger Corp. 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, 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 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 4.2in Section 6.2 of the WebMD Disclosure Letter, 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 hereinor contemplated herein (including without limitation all filings or consents under the HSR Act, the Securities Law and state securities Laws, and the rules and regulations of the NASD and the Nasdaq Stock Market with respect to the securities issued under the Registration Statement), (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 Contract 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, Order, administrative decision or award of any court, arbitrator, mediator, tribunal, administrative agency tribunal or governmental body Regulatory Authority applicable to or binding upon WebMD or its Subsidiaries or upon their respective securities, property Assets or business; or (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 Assets or business of WebMD or any of its Subsidiaries.