Common use of Due Authorization; Consents and Approvals; Enforceability Clause in Contracts

Due Authorization; Consents and Approvals; Enforceability. (a) UPH has full corporate power and authority to enter into this Agreement and the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by UPH of this Agreement and the Related Agreements to which it is a party have been duly and validly approved by all necessary corporate or other applicable action and no other actions or proceedings on the part of UPH are necessary to authorize this Agreement and the Related Agreements to which it is a party and the transactions contemplated hereby and thereby. (b) Except for (i) the OCI, and (ii) the applicable consents, waivers, approvals or authorization of those Persons described in Schedule 2.2, no consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Person is required to be made, obtained, or given by UPH in connection with the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party. (c) UPH has duly and validly executed and delivered this Agreement, and the Related Agreements to which it will be a party at the Closing will be duly and validly executed and delivered at the Closing. Assuming this Agreement and the Related Agreements are valid and binding obligations of the Platform Owners, this Agreement constitutes, and the Related Agreements to which it will be a party when executed will constitute, legal, valid and binding obligations of UPH, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect that affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies.

Due Authorization; Consents and Approvals; Enforceability. (a) UPH has The Platform Owners have full corporate power and authority to enter into this Agreement and the Related Agreements to which it is they are a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by UPH the Platform Owners of this Agreement and the Related Agreements to which it is they are a party have been duly and validly approved by all necessary corporate or other applicable action and no other actions or proceedings on the part of UPH are the Platform Owners is necessary to authorize this Agreement and the Related Agreements to which it is they are a party and the transactions contemplated hereby and thereby. (b) Except for (i) the OCIOCI and DOH, and (ii) the applicable consents, waivers, approvals or authorization of those Persons described in Schedule 2.23.2, no consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Person is required to be made, obtained, or given by UPH a Platform Owner in connection with the execution, delivery and performance of this Agreement and the Related Agreements to which it such Platform Owner is a party. (c) UPH has The Platform Owners have duly and validly executed and delivered this Agreement, and the Related Agreements to which it they will be a party at the Closing will be duly and validly executed and delivered at the Closing. Assuming this Agreement and the Related Agreements are valid and binding obligations of the Platform OwnersUPH, this Agreement constitutes, and the Related Agreements to which it they will be a party when executed will constitute, legal, valid and binding obligations of UPHthe Platform Owners, enforceable against it them in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect that affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies.

Due Authorization; Consents and Approvals; Enforceability. (a) UPH GHS has full corporate power and authority to enter into this Agreement and the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by UPH GHS of this Agreement and the Related Agreements to which it is a party have been duly and validly approved by all necessary corporate or other applicable action and no other actions or proceedings on the part of UPH GHS are necessary to authorize this Agreement and the Related Agreements to which it is a party and the transactions contemplated hereby and thereby. (b) Except for (i) the OCIOCI and DOC, and (ii) the applicable consents, waivers, approvals or authorization of those Persons described in Schedule 2.2, no consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Person is required to be made, obtained, or given by UPH GHS in connection with the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party. (c) UPH GHS has duly and validly executed and delivered this Agreement, and the Related Agreements to which it will be a party at the Closing will be duly and validly executed and delivered at the Closing. Assuming this Agreement and the Related Agreements are valid and binding obligations of the Platform OwnersUHC, this Agreement constitutes, and the Related Agreements to which it will be a party when executed will constitute, legal, valid and binding obligations of UPHGHS, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect that affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies.

Due Authorization; Consents and Approvals; Enforceability. (a) UPH UHC has full corporate power and authority to enter into this Agreement and the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by UPH UHC of this Agreement and the Related Agreements to which it is a party have been duly and validly approved by all necessary corporate or other applicable action and no other actions or proceedings on the part of UPH UHC are necessary to authorize this Agreement and the Related Agreements to which it is a party and the transactions contemplated hereby and thereby. (b) Except for (i) the OCI, and (ii) the applicable consents, waivers, approvals or authorization of those Persons described in Schedule 2.23.2, no consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Person is required to be made, obtained, or given by UPH UHC in connection with the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party. (c) UPH UHC has duly and validly executed and delivered this Agreement, and the Related Agreements to which it will be a party at the Closing will be duly and validly executed and delivered at the Closing. Assuming this Agreement and the Related Agreements are valid and binding obligations of the Platform OwnersGHS, this Agreement constitutes, and the Related Agreements to which it will be a party when executed will constitute, legal, valid and binding obligations of UPHUHC, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect that affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies.