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

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 and delivery of this Assets Purchase Agreement have been duly authorized by all necessary corporate action on the part of ActaMedActaMed and SubCorp, and no further corporate action of any nature is required pursuant to the Articles charter or the bylaws of ActaMedActaMed or SubCorp. All Persons persons who have executed or will execute this Assets Purchase Agreement, or any other agreement or document called for by this Assets Purchase Agreement Agreement, on behalf of ActaMed or SubCorp have been duly authorized to do so by all necessary corporate action. This Assets Purchase Agreement constitutes, and all of the other ActaMed Documents have been duly to be executed and delivered by ActaMed and constitute or SubCorp pursuant to this Agreement will constitute, legal, valid and binding obligations of ActaMedActaMed and SubCorp, enforceable against ActaMed and SubCorp 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 charter or the bylaws of ActaMed or SubCorp or any material contract instrument or agreement to which ActaMed or SubCorp 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 SubCorp or upon the securities, property or business of ActaMed or SubCorp, or (3) violate any Regulation of any administrative agency or governmental body relating to ActaMedActaMed or SubCorp, or to the securities, property, or business of ActaMed.ActaMed or SubCorp. 5.3