Common use of Existence; Good Standing; Enforceability Clause in Contracts

Existence; Good Standing; Enforceability. (a) Each of such MPT Parties is a corporation or limited liability company (as applicable) duly formed, validly existing, and in good standing under the laws of the applicable State of its formation. Each of such MPT Parties has all requisite power and authority to own, operate, and lease its properties and carry on its business as currently conducted. Each of such MPT Parties is duly licensed and qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary except where failure to be so qualified, licensed or in good standing would not individually or in the aggregate be material to such MPT Party. Each of such MPT Parties is in compliance with its Governing Documents in all material respects. (b) Each of such MPT Parties has all requisite power and authority to execute and deliver this Agreement and each other Restructuring Document to which it is or will become a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each other Restructuring Document to which any of the MPT Parties is a party, the performance by the MPT Parties of their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of all of the MPT Parties, and no further action on the part of any of the MPT Parties is necessary to authorize the execution and delivery by the MPT Parties of this Agreement or such other Restructuring Documents, and the consummation of the transactions contemplated hereby and thereby, except for approvals from any Governmental Bodies, and informational filings with Governmental Bodies, required under applicable legal requirements, as further addressed in Section 8.2(b) hereof. (c) This Agreement and the other Restructuring Documents to which any of the MPT Parties is or will become a party have been (or with respect to certain Restructuring Documents to be executed after the date hereof, will be) duly executed and delivered by such MPT Parties and, assuming the due authorization, execution and delivery of this Agreement and such other Restructuring Documents by each of the other Parties hereto and thereto, constitute (or, as applicable with respect to certain Restructuring Documents to be executed after the date hereof, shall constitute) legal, valid and binding obligations of such MPT Parties, enforceable against the applicable MPT Parties in accordance with the terms and conditions hereof and thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Enforceability. (a) Each of such MPT Parties Prospect Medical is a corporation or limited liability company (as applicable) duly formedincorporated, validly existing, and in good standing under the laws of the applicable State of its formationDelaware. Each of such MPT Parties Prospect Medical has all requisite corporate power and authority to own, operate, and lease its properties and carry on its business as currently conducted. Each of such MPT Parties Prospect Medical is duly licensed and qualified to do business as a foreign entity corporation and is in good standing under the laws of each jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary except where failure to be so qualified, licensed or in good standing would not individually or in the aggregate be material to such Prospect Medical. The copies of Prospect Medical’s Certificate of Incorporation (the “Certificate of Incorporation”) and current Fourth Amended and Restated Bylaws, adopted by the Prospect Medical Board on November 19, 2014 (the “Bylaws”), each as amended to date and provided by Prospect Medical to the MPT PartyParties, are complete and correct, and no amendments thereto are pending. Each of such MPT Parties Prospect Medical is in compliance with its Governing Documents the Certificate of Incorporation and the Bylaws in all material respects. (b) Each of such MPT Parties Prospect Medical has all requisite corporate power and authority to execute and deliver this Agreement and each other Restructuring Transaction Document to which it is or will become a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each other Restructuring Transaction Document to which any of the MPT Parties Prospect Medical is a party, the performance by the MPT Parties Prospect Medical of their its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of all of the MPT Prospect Medical Parties, and no further action on the part of any of the MPT Parties Prospect Medical is necessary to authorize the execution and delivery by the MPT Parties Prospect Medical of this Agreement or such other Restructuring Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, except for approvals from any Governmental Bodies, and informational filings with Governmental Bodies, required under applicable legal requirements, as further addressed in Section 8.2(b2.4(b) hereof. (c) herein. This Agreement and the other Restructuring Transaction Documents to which any of the MPT Parties Prospect Medical is or will become a party have been (or with respect to certain Restructuring Transaction Documents to be executed after at the date hereofapplicable Closing, will be) duly executed and delivered by such MPT Parties Prospect Medical and, assuming the due authorization, execution and delivery of this Agreement and such other Restructuring Transaction Documents by each of the other Parties hereto and thereto, constitute (or, as applicable with respect to certain Restructuring Transaction Documents to be executed after at the date hereofapplicable Closing, shall constitute) legal, valid and binding obligations of such MPT PartiesProspect Medical, enforceable against the applicable MPT Parties Prospect Medical in accordance with the terms and conditions hereof and thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Enforceability. (a) Each of such MPT Parties The Company is a corporation or limited liability company (as applicable) duly formedincorporated, validly existing, existing and in good standing under the laws of the applicable State of its formationDelaware. Each of such MPT Parties The Company has all requisite corporate power and authority to own, operate, operate and lease its properties and carry on its business as currently conducted. Each of such MPT Parties The Company is duly licensed and or qualified to do business as a foreign entity corporation and is in good standing under the laws of each jurisdiction listed on Schedule 4.1(a) and each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary necessary, except where the failure to be so qualified, licensed or in good standing qualified would not individually or result in a Company Material Adverse Effect. The copies of the aggregate be material Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws (the “By-laws”), each as amended to such MPT Partydate and provided by the Company to the Buyer, are complete and correct, and no amendments thereto are pending. Each of such MPT Parties The Company is in compliance with its Governing Documents the Certificate of Incorporation and the Bylaws in all material respects. (b) Each of such MPT Parties The Company has all requisite corporate power and authority to execute and deliver this Agreement and each other Restructuring Transaction Document to which it is or will become a party and and, subject to the receipt of the Stockholder Written Consent, to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each other Restructuring Transaction Document to which any of the MPT Parties Company is a party, the performance by the MPT Parties Company of their its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action the Company Board and no further action, other than the delivery of the Stockholder Written Consent, on the part of all of the MPT Parties, and no further action on the part of any of the MPT Parties Company or its Stockholders is necessary to authorize the execution and delivery by the MPT Parties Company of this Agreement or such other Restructuring Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, except for approvals from any Governmental Bodies, and informational filings with Governmental Bodies, required under applicable legal requirements, as further addressed in Section 8.2(b) hereof. (c) . This Agreement and the other Restructuring Transaction Documents to which any of the MPT Parties Company is or will become a party have been (or with respect to certain Restructuring Transaction Documents to be executed after the date hereofat Closing, will be) duly executed and delivered by such MPT Parties the Company and, assuming the due authorization, execution and delivery of this Agreement and such other Restructuring Transaction Documents by each of the other Parties parties hereto and thereto, constitute (or, as applicable with respect to certain Restructuring Transaction Documents to be executed after the date hereofat Closing, shall constitute) legal, valid and binding obligations of such MPT Partiesthe Company, enforceable against the applicable MPT Parties Company in accordance with the terms and conditions hereof and thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity). Notwithstanding the foregoing, the Company makes no representations or warranties regarding the enforceability of any of the Contracts or other documents identified on Schedule 4.1(b) (collectively, the “Financing Documents”); provided, that, such Financing Documents shall include therein enforceability representations and warranties substantially similar to those provided herein.

Existence; Good Standing; Enforceability. (a) Each of such MPT Parties Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries is a corporation or limited liability company (as applicable) duly formed, validly existing, and in good standing under the laws of the applicable State of its formation. Each of such MPT Parties Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries has all requisite power and authority to own, operate, and lease its properties and carry on its business as currently conducted. Each of such MPT Parties Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries is duly licensed and qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary except where failure to be so qualified, licensed or in good standing would not individually or in the aggregate be material to such Prospect Medical, PHP Holdings, and their respective Designated Subsidiaries, and the Other Applicable Subsidiaries. The copies of the respective articles or certificate of incorporation, bylaws, operating agreements, limited liability company agreements, partnership agreements, and other similar organizational and governing documents (collectively, the “Governing Documents”) of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries, each as amended to date and provided by Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries to the MPT PartyParties, are complete and correct, and no amendments thereto are pending. Each of such MPT Parties Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries is in compliance with its Governing Documents in all material respects. (b) Each of such MPT Parties Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries has all requisite power and authority to execute and deliver this Agreement and each other Restructuring Document to which it is or will become a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each other Restructuring Document to which any of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties Other Applicable Subsidiaries is a party, the performance by Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties Other Applicable Subsidiaries of respective their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of all of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT PartiesOther Applicable Subsidiaries, and no further action on the part of any of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties Other Applicable Subsidiaries is necessary to authorize the execution and delivery by Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties Other Applicable Subsidiaries of this Agreement or such other Restructuring Documents, and the consummation of the transactions contemplated hereby and thereby, except for approvals from any Governmental Bodies, and informational filings with Governmental Bodies, required under applicable legal requirements, as further addressed in Section 8.2(b7.3(b) hereof. (c) This Agreement and the other Restructuring Documents to which any of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties Other Applicable Subsidiaries is or will become a party have been (or with respect to certain Restructuring Documents to be executed after the date hereof, will be) duly executed and delivered by such MPT Parties Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries and, assuming the due authorization, execution and delivery of this Agreement and such other Restructuring Documents by each of the other Parties hereto and thereto, constitute (or, as applicable with respect to certain Restructuring Documents to be executed after the date hereof, shall constitute) legal, valid and binding obligations of such MPT PartiesProspect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries, enforceable against Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries, as applicable MPT Parties in accordance with the terms and conditions hereof and thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Enforceability. (a) Each of such MPT Parties ▇▇▇▇▇▇▇ is a corporation or limited liability company (as applicable) duly formedorganized, validly existing, existing and in good standing under the laws of the applicable State of its formationDelaware. Each of such MPT the ▇▇▇▇▇▇▇ Parties and ▇▇▇▇▇▇▇ Obligors has all requisite corporate, limited liability company or limited partnership (as applicable) power and authority to own, operate, operate and lease its properties and carry on its business as currently conductedconducted and as contemplated to be conducted after Closing. Each of such MPT the ▇▇▇▇▇▇▇ Parties and ▇▇▇▇▇▇▇ Obligors is duly licensed and or qualified to do business as a foreign entity corporation, limited liability company, or limited partnership, and is in good standing under the laws of each jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary necessary, except where the failure to be so qualified, licensed or in good standing qualified would not individually or result in a ▇▇▇▇▇▇▇ Material Adverse Effect. The copies of the aggregate be material Constituent Documents of each of the New ▇▇▇▇▇▇▇ Lessees and New ▇▇▇▇▇▇▇ Borrowers, each as amended to such date and provided by ▇▇▇▇▇▇▇ to the MPT PartyParties, are complete and correct, and no amendments thereto are pending. Each of such MPT Parties ▇▇▇▇▇▇▇ is in compliance with its Governing Constituent Documents in all material respects. (b) Each of such MPT the ▇▇▇▇▇▇▇ Parties and each applicable ▇▇▇▇▇▇▇ Obligor has all requisite power and authority to execute and deliver this Agreement Agreement, the Merger Agreement, and each other Restructuring Transaction Document to which it is or will become a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Merger Agreement and each other Restructuring Transaction Document to which any of the MPT ▇▇▇▇▇▇▇ Parties or ▇▇▇▇▇▇▇ Obligors is a party, the performance by any of the MPT ▇▇▇▇▇▇▇ Parties or ▇▇▇▇▇▇▇ Obligors of their its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part ▇▇▇▇▇▇▇ Board, the requisite members of all ▇▇▇▇▇▇▇ and the requisite governing body and equity owners of the MPT Partiesother ▇▇▇▇▇▇▇ Parties and ▇▇▇▇▇▇▇ Obligors, and no further action on the part of any of the MPT Parties ▇▇▇▇▇▇▇ Parties, ▇▇▇▇▇▇▇ Obligors or their respective equity owners is necessary to authorize the execution and delivery by by, as applicable, any the MPT ▇▇▇▇▇▇▇ Parties or ▇▇▇▇▇▇▇ Obligors of this Agreement Agreement, the Merger Agreement, or such other Restructuring Transaction Documents, and the consummation of the transactions contemplated hereby and thereby. This Agreement, except for approvals from any Governmental BodiesMerger Agreement, and informational filings with Governmental Bodies, required under applicable legal requirements, as further addressed in Section 8.2(b) hereof. (c) This Agreement and the other Restructuring Transaction Documents to which any of the MPT ▇▇▇▇▇▇▇ Parties or ▇▇▇▇▇▇▇ Obligors is or will become a party have been (or with respect to certain Restructuring other Transaction Documents to be executed after the date hereofat Closing, will be) duly executed and delivered by such MPT the applicable ▇▇▇▇▇▇▇ Parties and ▇▇▇▇▇▇▇ Obligors and, assuming the due authorization, execution and delivery of this Agreement Agreement, the Merger Agreement, and such other Restructuring Transaction Documents by each of the other Parties hereto and thereto, constitute (or, as applicable with respect to certain Restructuring Transaction Documents to be executed after the date hereofat Closing, shall constitute) legal, valid and binding obligations of such MPT Partiesthe ▇▇▇▇▇▇▇ Parties and ▇▇▇▇▇▇▇ Obligors, enforceable against the applicable MPT ▇▇▇▇▇▇▇ Parties and ▇▇▇▇▇▇▇ Obligors in accordance with the terms and conditions hereof and thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Existence; Good Standing; Enforceability. (a) Each of such MPT Parties ▇▇▇▇▇▇ Health is a corporation or limited liability company (as applicable) duly formedincorporated, validly existing, existing and in good standing under the laws of the applicable State of its formationDelaware. Each of such MPT Parties ▇▇▇▇▇▇ Health has all requisite corporate power and authority to own, operate, operate and lease its properties and carry on its business as currently conducted. Each of such MPT Parties ▇▇▇▇▇▇ Health is duly licensed and or qualified to do business as a foreign entity corporation and is in good standing under the laws of each jurisdiction listed on Schedule 2.1(a) and each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary necessary, except where the failure to be so qualified, licensed or in good standing qualified would not individually or result in a ▇▇▇▇▇▇ Health Material Adverse Effect. The copies of ▇▇▇▇▇▇ Health’s Third Amended and Restated Certificate of Incorporation (the aggregate be material “Certificate of Incorporation”) and Bylaws (the “By-laws”), each as amended to such date and provided by ▇▇▇▇▇▇ Health to the MPT PartyParties, are complete and correct, and no amendments thereto are pending. Each of such MPT Parties ▇▇▇▇▇▇ Health is in compliance with its Governing Documents the Certificate of Incorporation and the Bylaws in all material respects. (b) Each of such MPT Parties . ▇▇▇▇▇▇ Health has all requisite corporate power and authority to execute and deliver this Agreement and each other Restructuring Transaction Document to which it is or will become a party and and, subject to the receipt of the Stockholder Written Consent, to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each other Restructuring Transaction Document to which any of the MPT Parties ▇▇▇▇▇▇ Health is a party, the performance by the MPT Parties ▇▇▇▇▇▇ Health of their its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action the ▇▇▇▇▇▇ Health Board and no further action, other than the delivery of the Stockholder Written Consent, on the part of all of the MPT Parties, and no further action on the part of any of the MPT Parties ▇▇▇▇▇▇ Health or its respective stockholders or equity owners is necessary to authorize the execution and delivery by the MPT Parties ▇▇▇▇▇▇ Health of this Agreement or such other Restructuring Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, except for approvals from any Governmental Bodies, and informational filings with Governmental Bodies, required under applicable legal requirements, as further addressed in Section 8.2(b) hereof. (c) . This Agreement and the other Restructuring Transaction Documents to which any of the MPT Parties Company is or will become a party have been (or with respect to certain Restructuring Transaction Documents to be executed after the date hereofat Closing, will be) duly executed and delivered by such MPT Parties the Company and, assuming the due authorization, execution and delivery of this Agreement and such other Restructuring Transaction Documents by each of the other Parties parties hereto and thereto, constitute (or, as applicable with respect to certain Restructuring Transaction Documents to be executed after the date hereofat Closing, shall constitute) legal, valid and binding obligations of such MPT Partiesthe Company, enforceable against the applicable MPT Parties Company in accordance with the terms and conditions hereof and thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity). Notwithstanding the foregoing, ▇▇▇▇▇▇ Health makes no representations or warranties regarding the enforceability of any of the Contracts or other documents identified on Schedule 2.1(b) (collectively, the “Financing Documents”); provided, that, such Financing Documents shall include therein enforceability representations and warranties substantially similar to those provided herein.

Existence; Good Standing; Enforceability. (a) Each of such the MPT Parties is a corporation or limited liability company (as applicable) duly formedorganized, validly existing, existing and in good standing under the laws of the applicable State of its formationDelaware. Each of such the MPT Parties has all requisite limited liability company power and authority to own, operate, operate and lease its properties and carry on its business as currently conductedconducted and as contemplated to be conducted after Closing. Each of such the MPT Parties is duly licensed and or qualified to do business as a foreign entity limited liability company and is in good standing under the laws of each jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary necessary, except where the failure to be so qualified, licensed or in good standing qualified would not individually or result in an MPT Material Adverse Effect. The copies of the aggregate be material Constituent Documents of each of the MPT Parties, each as amended to such date and provided by the MPT PartyParties to ▇▇▇▇▇▇▇, are complete and correct, and no amendments thereto are pending. Each of such the MPT Parties Parties, as applicable, is in compliance with its Governing their respective Constituent Documents in all material respects. (b) Each of such the MPT Parties and each applicable MPT Obligee has all requisite power and authority to execute and deliver this Agreement and each other Restructuring Transaction Document to which it is or will become a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each other Restructuring Transaction Document to which any of the MPT Parties or MPT Obligees is a party, the performance by any of the MPT Parties or MPT Obligees of their its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of all requisite governing body and equity owners of the MPT PartiesParties and MPT Obligees, and no further action on the part of any of the MPT Parties Parties, MPT Obligees or their respective equity owners is necessary to authorize the execution and delivery by by, as applicable, any the MPT Parties or MPT Obligees of this Agreement or such other Restructuring Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, except for approvals from any Governmental Bodies, and informational filings with Governmental Bodies, required under applicable legal requirements, as further addressed in Section 8.2(b) hereof. (c) . This Agreement and the other Restructuring Transaction Documents to which any of the MPT Parties or MPT Obligees is or will become a party have been (or with respect to certain Restructuring Transaction Documents to be executed after the date hereofat Closing, will be) duly executed and delivered by such the applicable MPT Parties and MPT Obligees and, assuming the due authorization, execution and delivery of this Agreement and such other Restructuring Transaction Documents by each of the other Parties hereto and thereto, constitute (or, as applicable with respect to certain Restructuring Transaction Documents to be executed after the date hereofat Closing, shall constitute) legal, valid and binding obligations of such the MPT PartiesParties and MPT Obligees, enforceable against the applicable MPT Parties and MPT Obligees in accordance with the terms and conditions hereof and thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).