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

Existence; Good Standing; Enforceability. (a) Each of the MPT Parties is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the MPT Parties has all requisite limited liability company power and authority to own, operate and lease its properties and carry on its business as currently conducted and as contemplated to be conducted after Closing. Each of the MPT Parties is duly licensed or qualified to do business as a foreign 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, except where the failure to be so licensed or qualified would not result in an MPT Material Adverse Effect. The copies of the Constituent Documents of each of the MPT Parties, each as amended to date and provided by the MPT Parties to Xxxxxxx, are complete and correct, and no amendments thereto are pending. Each of the MPT Parties, as applicable, is in compliance with their respective Constituent Documents in all material respects. (b) Each of the MPT Parties and each applicable MPT Obligee has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each other 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 its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the requisite governing body and equity owners of the MPT Parties and MPT Obligees, and no further action on the part of any of the MPT Parties, MPT Obligees or their respective equity owners is necessary to authorize the execution and delivery by, as applicable, any the MPT Parties or MPT Obligees of this Agreement or such other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which any of the MPT Parties or MPT Obligees is a party have been (or with respect to certain Transaction Documents to be executed at Closing, will be) duly executed and delivered by the applicable MPT Parties and MPT Obligees and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by each of the other Parties hereto and thereto, constitute (or, as applicable with respect to certain Transaction Documents to be executed at Closing, shall constitute) legal, valid and binding obligations of the MPT Parties 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).

Existence; Good Standing; Enforceability. (a) Each of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties Other Applicable Subsidiaries is a corporation or limited liability company (as applicable) duly organizedformed, validly existing existing, and in good standing under the laws of the applicable State of Delawareits formation. Each of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties Other Applicable Subsidiaries has all requisite limited liability company power and authority to own, operate operate, and lease its properties and carry on its business as currently conducted and as contemplated to be conducted after Closingconducted. Each of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties Other Applicable Subsidiaries is duly licensed or and qualified to do business as a foreign limited liability company 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, necessary except where the failure to be so qualified, licensed or qualified in good standing would not result individually or in an MPT Material Adverse Effectthe aggregate be material to Prospect Medical, PHP Holdings, and their respective Designated Subsidiaries, and the Other Applicable Subsidiaries. The copies of the Constituent Documents respective articles or certificate of each 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 MPT PartiesOther 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 Parties to XxxxxxxParties, are complete and correct, and no amendments thereto are pending. Each of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties, as applicable, Other Applicable Subsidiaries is in compliance with their respective Constituent its Governing Documents in all material respects. (b) Each of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties and each applicable MPT Obligee Other Applicable Subsidiaries has all requisite power and authority to execute and deliver this Agreement and each other Transaction 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 Transaction Restructuring Document to which any of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties or MPT Obligees Other Applicable Subsidiaries is a party, the performance by any Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries of the MPT Parties or MPT Obligees of its 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 requisite governing body part of all of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and equity owners of the MPT Parties and MPT ObligeesOther Applicable Subsidiaries, and no further action on the part of any of the MPT PartiesProspect Medical, MPT Obligees or PHP Holdings, their respective equity owners Designated Subsidiaries, and the Other Applicable Subsidiaries is necessary to authorize the execution and delivery byby Prospect Medical, as applicablePHP Holdings, any their respective Designated Subsidiaries, and the MPT Parties or MPT Obligees Other Applicable Subsidiaries of this Agreement or such other Transaction 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 7.3(b) hereof. (c) This Agreement and the other Transaction Restructuring Documents to which any of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties Other Applicable Subsidiaries is or MPT Obligees is will become a party have been (or with respect to certain Transaction Restructuring Documents to be executed at Closingafter the date hereof, will be) duly executed and delivered by Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the applicable MPT Parties and MPT Obligees Other Applicable Subsidiaries and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Restructuring Documents by each of the other Parties hereto and thereto, constitute (or, as applicable with respect to certain Transaction Restructuring Documents to be executed at Closingafter the date hereof, shall constitute) legal, valid and binding obligations of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the MPT Parties and MPT ObligeesOther Applicable Subsidiaries, enforceable against Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, and the Other Applicable Subsidiaries, as 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).

Existence; Good Standing; Enforceability. (a) Each of the MPT Parties Xxxxxx Health is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the MPT Parties Xxxxxx Health has all requisite limited liability company corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted and as contemplated to be conducted after Closingconducted. Each of the MPT Parties Xxxxxx Health is duly licensed or qualified to do business as a foreign limited liability company 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, except where the failure to be so licensed or qualified would not result in an MPT a Xxxxxx Health Material Adverse Effect. The copies of Xxxxxx Health’s Third Amended and Restated Certificate of Incorporation (the Constituent Documents “Certificate of each of Incorporation”) and Bylaws (the MPT Parties“By-laws”), each as amended to date and provided by Xxxxxx Health to the MPT Parties to XxxxxxxParties, are complete and correct, and no amendments thereto are pending. Each of the MPT Parties, as applicable, Xxxxxx Health is in compliance with their respective Constituent Documents the Certificate of Incorporation and the Bylaws in all material respects. (b) Each of the MPT Parties and each applicable MPT Obligee . Xxxxxx Health has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is 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 Transaction Document to which any of the MPT Parties or MPT Obligees Xxxxxx Health is a party, the performance by any of the MPT Parties or MPT Obligees Xxxxxx Health of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the requisite governing body and equity owners of the MPT Parties and MPT Obligees, Xxxxxx Health Board and no further action action, other than the delivery of the Stockholder Written Consent, on the part of any of the MPT Parties, MPT Obligees Xxxxxx Health or their its respective stockholders or equity owners is necessary to authorize the execution and delivery by, as applicable, any the MPT Parties or MPT Obligees by Xxxxxx Health of this Agreement or such other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which any of the MPT Parties or MPT Obligees Company is a party have been (or with respect to certain Transaction Documents to be executed at Closing, will be) duly executed and delivered by the applicable MPT Parties and MPT Obligees Company and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by each of the other Parties parties hereto and thereto, constitute (or, as applicable with respect to certain Transaction Documents to be executed at Closing, shall constitute) legal, valid and binding obligations of the MPT Parties and MPT ObligeesCompany, enforceable against the applicable MPT Parties and MPT Obligees 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, Xxxxxx 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 the MPT Parties Prospect Medical is a limited liability company corporation duly organizedincorporated, validly existing existing, and in good standing under the laws of the State of Delaware. Each of the MPT Parties Prospect Medical has all requisite limited liability company corporate power and authority to own, operate operate, and lease its properties and carry on its business as currently conducted and as contemplated to be conducted after Closingconducted. Each of the MPT Parties Prospect Medical is duly licensed or and qualified to do business as a foreign limited liability company 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, necessary except where the failure to be so qualified, licensed or qualified in good standing would not result individually or in an MPT Material Adverse Effectthe aggregate be material to Prospect Medical. The copies of Prospect Medical’s Certificate of Incorporation (the Constituent Documents “Certificate of each of Incorporation”) and current Fourth Amended and Restated Bylaws, adopted by the MPT PartiesProspect Medical Board on November 19, 2014 (the “Bylaws”), each as amended to date and provided by Prospect Medical to the MPT Parties to XxxxxxxParties, are complete and correct, and no amendments thereto are pending. Each of the MPT Parties, as applicable, Prospect Medical is in compliance with their respective Constituent Documents the Certificate of Incorporation and the Bylaws in all material respects. (b) Each of the MPT Parties and each applicable MPT Obligee Prospect Medical has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each other Transaction Document to which any of the MPT Parties or MPT Obligees Prospect Medical is a party, the performance by any of the MPT Parties or MPT Obligees Prospect Medical of 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 requisite governing body and equity owners part of the MPT Parties and MPT ObligeesProspect Medical Parties, and no further action on the part of any of the MPT Parties, MPT Obligees or their respective equity owners Prospect Medical is necessary to authorize the execution and delivery by, as applicable, any the MPT Parties or MPT Obligees by Prospect Medical of this Agreement or such other 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 2.4(b) herein. This Agreement and the other Transaction Documents to which any of the MPT Parties or MPT Obligees Prospect Medical is a party have been (or with respect to certain Transaction Documents to be executed at the applicable Closing, will be) duly executed and delivered by the applicable MPT Parties and MPT Obligees Prospect Medical and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by each of the other Parties hereto and thereto, constitute (or, as applicable with respect to certain Transaction Documents to be executed at the applicable Closing, shall constitute) legal, valid and binding obligations of the MPT Parties and MPT ObligeesProspect Medical, enforceable against the applicable MPT Parties and MPT Obligees 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 the MPT Parties The Company is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of the MPT Parties The Company has all requisite limited liability company corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted and as contemplated to be conducted after Closingconducted. Each of the MPT Parties The Company is duly licensed or qualified to do business as a foreign limited liability company 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, except where the failure to be so licensed or qualified would not result in an MPT a Company Material Adverse Effect. The copies of the Constituent Documents Company’s Third Amended and Restated Certificate of each Incorporation (the “Certificate of Incorporation”) and Bylaws (the MPT Parties“By-laws”), each as amended to date and provided by the MPT Parties Company to Xxxxxxxthe Buyer, are complete and correct, and no amendments thereto are pending. Each of the MPT Parties, as applicable, The Company is in compliance with their respective Constituent Documents the Certificate of Incorporation and the Bylaws in all material respects. (b) Each of the MPT Parties and each applicable MPT Obligee The Company has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is 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 Transaction Document to which any of the MPT Parties or MPT Obligees Company is a party, the performance by any of the MPT Parties or MPT Obligees Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the requisite governing body and equity owners of the MPT Parties and MPT Obligees, Company Board and no further action action, other than the delivery of the Stockholder Written Consent, on the part of any of the MPT Parties, MPT Obligees Company or their respective equity owners its Stockholders is necessary to authorize the execution and delivery by, as applicable, any by the MPT Parties or MPT Obligees Company of this Agreement or such other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which any of the MPT Parties or MPT Obligees Company is a party have been (or with respect to certain Transaction Documents to be executed at Closing, will be) duly executed and delivered by the applicable MPT Parties and MPT Obligees Company and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by each of the other Parties parties hereto and thereto, constitute (or, as applicable with respect to certain Transaction Documents to be executed at Closing, shall constitute) legal, valid and binding obligations of the MPT Parties and MPT ObligeesCompany, enforceable against the applicable MPT Parties and MPT Obligees 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 the such MPT Parties is a corporation or limited liability company (as applicable) duly organizedformed, validly existing existing, and in good standing under the laws of the applicable State of Delawareits formation. Each of the such 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 conducted and as contemplated to be conducted after Closingconducted. Each of the such MPT Parties is duly licensed or and qualified to do business as a foreign limited liability company 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, necessary except where the failure to be so qualified, licensed or qualified in good standing would not result individually or in an the aggregate be material to such MPT Material Adverse Effect. The copies of the Constituent Documents of each of the MPT Parties, each as amended to date and provided by the MPT Parties to Xxxxxxx, are complete and correct, and no amendments thereto are pendingParty. Each of the such MPT Parties, as applicable, Parties is in compliance with their respective Constituent its Governing Documents in all material respects. (b) Each of the such MPT Parties and each applicable MPT Obligee has all requisite power and authority to execute and deliver this Agreement and each other Transaction 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 Transaction Restructuring 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 its 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 requisite governing body and equity owners part of all of the MPT Parties and MPT ObligeesParties, and no further action on the part of any of the MPT Parties, MPT Obligees or their respective equity owners Parties is necessary to authorize the execution and delivery by, as applicable, any by the MPT Parties or MPT Obligees of this Agreement or such other Transaction 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 Transaction Restructuring Documents to which any of the MPT Parties is or MPT Obligees is will become a party have been (or with respect to certain Transaction Restructuring Documents to be executed at Closingafter the date hereof, will be) duly executed and delivered by the applicable such MPT Parties and MPT Obligees and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Restructuring Documents by each of the other Parties hereto and thereto, constitute (or, as applicable with respect to certain Transaction Restructuring Documents to be executed at Closingafter the date hereof, shall constitute) legal, valid and binding obligations of the such MPT Parties and MPT ObligeesParties, 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).

Existence; Good Standing; Enforceability. (a) Each of the MPT Parties Xxxxxxx is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the MPT Xxxxxxx Parties and Xxxxxxx Obligors has all requisite corporate, limited liability company or limited partnership (as applicable) power and authority to own, operate and lease its properties and carry on its business as currently conducted and as contemplated to be conducted after Closing. Each of the MPT Xxxxxxx Parties and Xxxxxxx Obligors is duly licensed or qualified to do business as a foreign corporation, limited liability company 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, except where the failure to be so licensed or qualified would not result in an MPT a Xxxxxxx Material Adverse Effect. The copies of the Constituent Documents of each of the MPT PartiesNew Xxxxxxx Lessees and New Xxxxxxx Borrowers, each as amended to date and provided by Xxxxxxx to the MPT Parties to XxxxxxxParties, are complete and correct, and no amendments thereto are pending. Each of the MPT Parties, as applicable, Xxxxxxx is in compliance with their respective its Constituent Documents in all material respects. (b) Each of the MPT Xxxxxxx Parties and each applicable MPT Obligee Xxxxxxx Obligor has all requisite power and authority to execute and deliver this Agreement Agreement, the Merger Agreement, and each other Transaction Document to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Merger Agreement and each other Transaction Document to which any of the MPT Xxxxxxx Parties or MPT Obligees Xxxxxxx Obligors is a party, the performance by any of the MPT Xxxxxxx Parties or MPT Obligees Xxxxxxx Obligors of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Xxxxxxx Board, the requisite members of Xxxxxxx and the requisite governing body and equity owners of the MPT other Xxxxxxx Parties and MPT ObligeesXxxxxxx Obligors, and no further action on the part of any of the MPT Xxxxxxx Parties, MPT Obligees Xxxxxxx Obligors or their respective equity owners is necessary to authorize the execution and delivery by, as applicable, any the MPT Xxxxxxx Parties or MPT Obligees Xxxxxxx Obligors of this Agreement Agreement, the Merger Agreement, or such other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby. This Agreement Agreement, Merger Agreement, and the other Transaction Documents to which any of the MPT Xxxxxxx Parties or MPT Obligees Xxxxxxx Obligors is a party have been (or with respect to certain other Transaction Documents to be executed at Closing, will be) duly executed and delivered by the applicable MPT Xxxxxxx Parties and MPT Obligees Xxxxxxx Obligors and, assuming the due authorization, execution and delivery of this Agreement Agreement, the Merger Agreement, and such other Transaction Documents by each of the other Parties hereto and thereto, constitute (or, as applicable with respect to certain Transaction Documents to be executed at Closing, shall constitute) legal, valid and binding obligations of the MPT Xxxxxxx Parties and MPT ObligeesXxxxxxx Obligors, enforceable against the applicable MPT Xxxxxxx Parties and MPT Obligees Xxxxxxx 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).