Common use of Corporate Authority; Absence of Violation Clause in Contracts

Corporate Authority; Absence of Violation. (a) The Board of ----------------------------------------- Directors of Healthdyne has authorized the execution and delivery by Healthdyne of this Agreement and the Merger Agreement, has authorized the performance by Healthdyne of this Agreement, has directed or will direct that this Agreement and the Merger Agreement be submitted to the shareholders of Healthdyne for their approval and, subject to such approval, has authorized the performance by Healthdyne of the Merger Agreement. (b) Healthdyne has the full power, authority and legal right to enter into this Agreement and the Merger Agreement, to perform its obligations hereunder and, subject to the approval of its shareholders and regulatory authorities, to perform its obligations under the Merger Agreement. This Agreement and the Merger Agreement have been duly and validly executed and delivered by Healthdyne, and this Agreement constitutes, and subject to the approval of its shareholders and approval and/or clearance from regulatory authorities the Merger Agreement constitutes, a valid and binding obligation of Healthdyne enforceable against Healthdyne in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, moratorium, conservatorship, receivership or other similar laws of general application affecting creditors' rights or by the application by a court of equitable principles. (c) Except as set forth in the Healthdyne Disclosure Letter, neither the execution and delivery by Healthdyne of this Agreement or the Merger Agreement, compliance by Healthdyne with any provision hereof nor, subject to the approval of its shareholders and regulatory authorities, compliance by Healthdyne with any provision of the Merger Agreement will (i) violate any provision of the Articles of Incorporation or By-Laws of Healthdyne, (ii) conflict with or result in a breach of or default under any agreement, obligation or instrument to which Healthdyne or any Healthdyne Subsidiary is a party or by which any of them is bound or to which any of their properties or assets is subject or (iii) violate any order or decree of any court or governmental authority or any statute, rule or regulation applicable to Healthdyne, any Healthdyne Subsidiary or any of their properties or assets other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, defaults or violations which would not reasonably be expected to have a Healthdyne Material Adverse Effect.

Corporate Authority; Absence of Violation. (a) The Board of ----------------------------------------- Directors of Healthdyne has authorized the execution and delivery by Healthdyne of this Agreement and the Merger Agreement, has authorized the performance by Healthdyne of this Agreement, has directed or will direct that this Agreement and the Merger Agreement be submitted to the shareholders of Healthdyne for their approval and, subject to such approval, has authorized the performance by Healthdyne of the Merger Agreement. (b) Healthdyne has the full power, authority and legal right to enter into this Agreement and the Merger Agreement, to perform its obligations hereunder and, subject to the approval of its shareholders and regulatory authorities, to perform its obligations under the Merger Agreement. This Agreement and the Merger Agreement have been duly and validly executed and delivered by Healthdyne, and this Agreement constitutes, and subject to the approval of its shareholders and approval and/or clearance from regulatory authorities the Merger Agreement constitutes, a valid and binding obligation of Healthdyne enforceable against Healthdyne in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, moratorium, conservatorship, receivership or other similar laws of general application affecting creditors' rights or by the application by a court of equitable principles. (c) Except as set forth in the Healthdyne Disclosure Letter, neither the execution and delivery by Healthdyne of this Agreement or the Merger Agreement, compliance by Healthdyne with any provision hereof nor, subject to the approval of its shareholders and regulatory authorities, compliance by Healthdyne with any provision of the Merger Agreement will (i) violate any provision of the Articles of Incorporation or By-Laws of Healthdyne, (ii) conflict with or result in a breach of or default under any agreement, obligation or instrument to which Healthdyne or any Healthdyne Subsidiary is a party or by which any of them is bound or to which any of their properties or assets is subject or (iii) violate any order or decree of any court or governmental authority or any statute, rule or regulation applicable to Healthdyne, any Healthdyne Subsidiary or any of their properties or assets other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, defaults or violations which would not reasonably be expected to have a Healthdyne Material Adverse Effect.

Corporate Authority; Absence of Violation. (a) The Board of Directors ----------------------------------------- Directors of Healthdyne NAB has authorized the execution and delivery by Healthdyne NAB of this Agreement, the Merger Agreement and the Merger Warrant Agreement, has authorized the performance by Healthdyne NAB of this Agreement and the Warrant Agreement, has directed or will direct that this Agreement and the Merger Agreement be submitted to the shareholders of Healthdyne NAB for their approval and, subject to such approval, has authorized the performance by Healthdyne NAB of the Merger Agreement. (b) Healthdyne . NAB has the full power, authority and legal right to enter into this Agreement, the Merger Agreement and the Merger Warrant Agreement, to perform its obligations hereunder and under the Warrant Agreement (except that the acquisition of more than 5% of the outstanding NAB Common Stock and certain other transactions pursuant to the Warrant Agreement would require the approval of regulatory authorities) and, subject to the approval of its shareholders and regulatory authorities, to perform its obligations under the Merger Agreement. This Agreement, the Merger Agreement and the Merger Warrant Agreement have been duly and validly executed and delivered by HealthdyneNAB, and this Agreement constitutes, and subject to the approval of its shareholders and approval and/or clearance from regulatory authorities the Merger Agreement constituteswill constitute, a valid and binding obligation of Healthdyne NAB enforceable against Healthdyne NAB in accordance with its terms, terms except to the extent enforcement is limited by bankruptcy, insolvency, moratorium, conservatorship, receivership or other similar laws of general application affecting creditors' rights or by the application by a court of equitable principles. (c) Except as set forth in the Healthdyne Disclosure Letter, neither . Neither the execution and delivery by Healthdyne NAB of this Agreement, the Merger Agreement or the Merger Warrant Agreement, compliance by Healthdyne NAB with any provision hereof or of the Warrant Agreement, nor, subject to the approval of its shareholders and regulatory authorities, compliance by Healthdyne NAB with any provision of the Merger Agreement will (i) violate any provision of the Articles of Incorporation or By-Laws of HealthdyneNAB, (ii) conflict with or result in a material breach of or material default under any material agreement, obligation or instrument to which Healthdyne NAB or any Healthdyne NAB Subsidiary is a party or by which any of them is bound or to which any of their material properties or assets is subject or (iii) violate any order or decree of any court or governmental authority or any statute, rule or regulation applicable to HealthdyneNAB, any Healthdyne NAB Subsidiary or any of their properties or assets (except that the acquisition of more than 5% of the outstanding NAB Common Stock and certain other than, in transactions pursuant to the case Warrant Agreement would require the approval of clauses (ii) and (iiiregulatory authorities), any such conflicts, breaches, defaults or violations which would not reasonably be expected to have a Healthdyne Material Adverse Effect.

Corporate Authority; Absence of Violation. (a) The Board of ----------------------------------------- Directors of Healthdyne each of Respironics and Merger Subsidiary and the sole shareholder of Merger Subsidiary has authorized the execution and delivery by Healthdyne Respironics and Merger Subsidiary, respectively, of this Agreement and the Merger Agreement, Agreement and has authorized the performance by Healthdyne each of Respironics and Merger Subsidiary of this Agreement, and the Board of Directors of Respironics has directed or will direct that this Agreement and the issuance of shares of Respironics Common Stock pursuant to the Merger Agreement be submitted to the shareholders of Healthdyne Respironics for their approval and, subject to such approvalapproval and to the clearance and/or approval of regulatory authorities, has authorized the performance by Healthdyne Respironics and Merger Subsidiary of the Merger Agreement. (b) Healthdyne Each of Respironics and Merger Subsidiary has the full power, authority and legal right to enter into this Agreement and the Merger Agreement, Agreement to perform its obligations hereunder and, subject to the approval of its shareholders and approval and/or clearance of regulatory authorities, to perform its obligations under the Merger Agreement. This Agreement and the Merger Agreement have been duly and validly executed and delivered by Healthdyneeach of Respironics and Merger Subsidiary, and this Agreement constitutes, and subject to the approval of its shareholders and approval and/or clearance from of regulatory authorities the Merger Agreement constitutes, a valid and binding obligation of Healthdyne each of Respironics and Merger Subsidiary enforceable against Healthdyne Respironics and Merger Subsidiary in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, moratorium, conservatorship, receivership or other similar laws of general application affecting creditors' rights or by the application by a court of equitable principles. (c) Except as set forth in the Healthdyne Respironics Disclosure Letter, neither the execution and delivery by Healthdyne Respironics or Merger Subsidiary of this Agreement or the Merger Agreement, Agreement or compliance by Healthdyne Respironics or Merger Subsidiary with any provision hereof nor, subject to the approval of its shareholders and approval and/or clearance of regulatory authorities, compliance by Healthdyne Respironics or Merger Subsidiary with any provision of the Merger Agreement will (i) violate any provision of the Articles of Incorporation or By-Laws of HealthdyneRespironics or Merger Subsidiary, as the case may be, (ii) conflict with or result in a breach of or default under any agreement, obligation or instrument to which Healthdyne Respironics or any Healthdyne Respironics Subsidiary is a party or by which any of them is bound or to which any of their properties or assets is subject or (iii) violate any order or decree of any court or governmental authority or any statute, rule or regulation applicable to HealthdyneRespironics, any Healthdyne Respironics Subsidiary or any of their properties or assets other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, defaults or violations which would not reasonably be expected to have a Healthdyne Respironics Material Adverse Effect.

Corporate Authority; Absence of Violation. (a) The Board of ----------------------------------------- Directors of Healthdyne ----------------------------------------- Keystone has authorized the execution and delivery by Healthdyne Keystone of this Agreement, the Merger Agreement and the Merger Warrant Agreement, has authorized the performance by Healthdyne Keystone of this Agreement and the Warrant Agreement, has directed or will direct that this Agreement and the Merger Agreement be submitted to the shareholders of Healthdyne Keystone for their approval and, subject to such approvalapproval and to the approval of regulatory authorities, has authorized the performance by Healthdyne Keystone of the Merger Agreement. (b) Healthdyne . Keystone has the full power, authority and legal right to enter into this Agreement, the Merger Agreement and the Merger Warrant Agreement, to perform its obligations hereunder and under the Warrant Agreement (except that the acquisition of more than 5% of the outstanding FTC Common Stock and certain other transactions pursuant to the Warrant Agreement would require the approval of regulatory authorities) and, subject to the approval of its shareholders and regulatory authorities, to perform its obligations under the Merger Agreement. This Agreement, the Merger Agreement and the Merger Warrant Agreement have been duly and validly executed and delivered by HealthdyneKeystone, and this Agreement constitutes, and subject to the approval of its shareholders and approval and/or clearance from regulatory authorities the Merger Agreement constitutes, a valid and binding obligation of Healthdyne Keystone enforceable against Healthdyne Keystone in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, moratorium, conservatorship, receivership or other similar laws of general application affecting creditors' rights or by the application by a court of equitable principles. (c) Except as set forth in the Healthdyne Disclosure Letter, neither . Neither the execution and delivery by Healthdyne Keystone of this Agreement, the Merger Agreement or the Merger Warrant Agreement, compliance by Healthdyne Keystone with any provision hereof or of the Warrant Agreement, nor, subject to the approval of its shareholders and regulatory authorities, compliance by Healthdyne Keystone with any provision of the Merger Agreement will (i) violate any provision of the Articles of Incorporation or By-Laws of HealthdyneKeystone, (ii) conflict with or result in a material breach of or material default under any material agreement, obligation or instrument to which Healthdyne Keystone or any Healthdyne Subsidiary of its subsidiaries is a party or by which any of them is bound or to which any of their material properties or assets is subject or (iii) violate any order or decree of any court or governmental authority or any statute, rule or regulation applicable to HealthdyneKeystone, any Healthdyne Subsidiary of its subsidiaries or any of their properties or assets (except that the acquisition of more than 5% of the outstanding FTC Common Stock and certain other than, in transactions pursuant to the case Warrant Agreement would require the approval of clauses (ii) and (iiiregulatory authorities), any such conflicts, breaches, defaults or violations which would not reasonably be expected to have a Healthdyne Material Adverse Effect.

Corporate Authority; Absence of Violation. (a) The Board of ----------------------------------------- Directors of Healthdyne ----------------------------------------- FTC has authorized the execution and delivery by Healthdyne FTC of this Agreement, the Merger Agreement and the Merger Warrant Agreement, has authorized the performance by Healthdyne FTC of this Agreement and the Warrant Agreement, has directed or will direct that this Agreement and the Merger Agreement be submitted to the shareholders of Healthdyne FTC for their approval and, subject to such approval, has authorized the performance by Healthdyne FTC of the Merger Agreement. (b) Healthdyne . FTC has the full power, authority and legal right to enter into this Agreement, the Merger Agreement and the Merger Warrant Agreement, to perform its obligations hereunder and under the Warrant Agreement (except that the acquisition of more than 5% of the outstanding FTC Common Stock and certain other transactions pursuant to the Warrant Agreement would require the approval of regulatory authorities) and, subject to the approval of its shareholders and regulatory authorities, to perform its obligations under the Merger Agreement. This Agreement, the Merger Agreement and the Merger Warrant Agreement have been duly and validly executed and delivered by HealthdyneFTC, and this Agreement constitutes, and subject to the approval of its shareholders and approval and/or clearance from regulatory authorities the Merger Agreement constitutes, a valid and binding obligation of Healthdyne FTC enforceable against Healthdyne FTC in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, moratorium, conservatorship, receivership or other similar laws of general application affecting creditors' rights or by the application by a court of equitable principles. (c) Except as set forth in the Healthdyne Disclosure Letter, neither . Neither the execution and delivery by Healthdyne FTC of this Agreement, the Merger Agreement or the Merger Warrant Agreement, compliance by Healthdyne FTC with any provision hereof or of the Warrant Agreement, nor, subject to the approval of its shareholders and regulatory authorities, compliance by Healthdyne FTC with any provision of the Merger Agreement will (i) violate any provision of the Articles of Incorporation or By-Laws of HealthdyneFTC, (ii) conflict with or result in a material breach of or material default under any material agreement, obligation or instrument to which Healthdyne FTC or any Healthdyne FTC Subsidiary is a party or by which any of them is bound or to which any of their material properties or assets is subject or (iii) violate any order or decree of any court or governmental authority or any statute, rule or regulation applicable to HealthdyneFTC, any Healthdyne FTC Subsidiary or any of their properties or assets (except that the acquisition of more than 5% of the outstanding FTC Common Stock and certain other than, in transactions pursuant to the case Warrant Agreement would require the approval of clauses (ii) and (iiiregulatory authorities), any such conflicts, breaches, defaults or violations which would not reasonably be expected to have a Healthdyne Material Adverse Effect.

Corporate Authority; Absence of Violation. (a) The Board of ----------------------------------------- Directors of Healthdyne each of Respironics and Merger Subsidiary and the sole shareholder of Merger Subsidiary has authorized the execution and delivery by Healthdyne Respironics and Merger Subsidiary, respectively, of this Agreement and the Merger Agreement, Agreement and has authorized the performance by Healthdyne each of Respironics and Merger Subsidiary of this Agreement, and the Board of Directors of Respironics has directed or will direct that this Agreement and the issuance of shares of Respironics Common Stock pursuant to the Merger Agreement be submitted to the shareholders of Healthdyne Respironics for their approval and, subject to such approvalapproval and to the clearance and/or approval of regulatory authorities, has authorized the performance by Healthdyne Respironics and Merger Subsidiary of the Merger Agreement. (b) Healthdyne Each of Respironics and Merger Subsidiary has the full power, authority and legal right to enter into this Agreement and the Merger Agreement, Agreement to perform its obligations hereunder and, subject to the approval of its shareholders and approval and/or clearance of regulatory authorities, to perform its obligations under the Merger Agreement. This Agreement and the Merger Agreement have been duly and validly executed and delivered by Healthdyneeach of Respironics and Merger Subsidiary, and this Agreement constitutes, and subject to the approval of its shareholders and approval and/or clearance from of regulatory authorities the Merger Agreement constitutes, a valid and binding obligation of Healthdyne each of Respironics and Merger Subsidiary enforceable against Healthdyne Respironics and Merger Subsidiary in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, moratorium, conservatorship, receivership or other similar laws of general application affecting creditors' rights or by the application by a court of equitable principles. (c) Except as set forth in the Healthdyne Respironics Disclosure Letter, neither the execution and delivery by Healthdyne Respironics or Merger Subsidiary of this Agreement or the Merger Agreement, Agreement or compliance by Healthdyne Respironics or Merger Subsidiary with any provision hereof nor, subject to the approval of its shareholders and approval and/or clearance of regulatory authorities, compliance by Healthdyne Respironics or Merger Subsidiary with any provision of the Merger Agreement will (i) violate any provision of the Articles of Incorporation or By-Laws of HealthdyneRespironics or Merger Subsidiary, as the case may be, (ii) conflict with or result in a breach of or default under any agreement, obligation or instrument to which Healthdyne Respironics or any Healthdyne Respironics Subsidiary is a party or by which any of them is bound or to which any of their properties or assets is subject or (iii) violate any order or decree of any court or governmental authority or any statute, rule or regulation applicable to HealthdyneRespironics, any Healthdyne Respironics Subsidiary or any of their properties or assets other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, defaults or violations which would not reasonably be expected to have a Healthdyne Respironics Material Adverse Effect.