Organization, Valid Authorization and Good Standing. The Clinic is a Texas corporation duly organized, validly existing and in good standing under the laws of the State of Texas. The Clinic has the corporate power and authority to own all of its properties and assets and to conduct the Practice. The Clinic has the power and authority to enter into the Transaction Documents to which it is a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents to which the Clinic is a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by the Clinic, and no other corporate or other proceedings on the part of the Clinic is necessary to authorize the execution and delivery of such Transaction Documents and the transactions contemplated thereby. This Asset Purchase Agreement has been duly and validly executed and delivered by the Clinic and constitutes the valid and binding agreement of the Clinic enforceable against it in accordance with its terms. Each Transaction Document executed and delivered by the Clinic will upon such execution and delivery constitute the valid and binding agreement of the Clinic enforceable against it in accordance with its terms, except as enforcement in general may be limited by any applicable bankruptcy, insolvency, reorganization or other laws affecting creditor’s rights generally or by the application of equitable remedies. Except for the Clinic and Rehabilitation Physicians Network, Inc. and except as set forth in the Disclosure Schedule, the Physicians do not own any shares of capital stock or other securities of, or control, directly or indirectly, any other Entity which provides medical services.
Organization, Valid Authorization and Good Standing. Sellers have the power and authority to own all of its properties and assets and to conduct its business prior to the Closing Date. In addition, Sellers have the power and authority to enter into the Transaction Documents to which they are parties and to carry out their respective obligations hereunder. The execution and delivery of the Transaction Documents to which Sellers are a party and the consummation of the transactions Contemplated thereby have been duly and validly authorized by Sellers, and no other corporate or other proceedings on the part of Sellers are necessary to authorize the Transaction Documents and the transactions contemplated thereby. Each Transaction Document executed and Purchaser’s Initials __________ Seller’s Initials __________ delivered by Sellers will, upon such execution and delivery, constitute the valid and binding agreement of Sellers, enforceable against it in accordance with its terms. Each Transaction Document executed and delivered by the Sellers will, upon such execution and delivery, constitute the valid and binding agreement of the Sellers, enforceable against them, individually and jointly, in accordance with its terms.
Organization, Valid Authorization and Good Standing. Raytel is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Raytel Management is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas. Each of the Raytel Parties has the power and authority to own all of its properties and assets and to conduct its business. Each of the Raytel Parties has the power and authority to enter into the Transaction Documents to which it is a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by each of the Raytel Parties, and no other corporate or other proceedings on the part of either of the Raytel Parties are necessary to authorize the Transaction Documents and the transactions contemplated thereby. This Master Transaction Agreement has been duly and validly executed and delivered by each of the Raytel Parties and constitutes the valid and binding agreement of each of the Raytel Parties enforceable against the Raytel Parties, in accordance with its terms. Each Transaction Document executed and delivered at the Closing by a Raytel Party will upon such execution and delivery constitute the valid and binding agreement of such Raytel Party, enforceable against such Raytel Party in accordance with its terms.
Organization, Valid Authorization and Good Standing. Each of Existing PA and New PA is a professional associations duly organized, validly existing and in good standing under the laws of the State of Texas. Each of Existing PA and New PA has the power and authority to own all of its properties and assets and to conduct the Practice. Each of Existing PA and New PA has the power and authority to enter into the Transaction Documents to which it is a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents to which Existing PA or New PA is a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by such party, and no other corporate or other proceedings on the part of such party are necessary to authorize such Transaction Documents and the transactions contemplated thereby. This [*CONFIDENTIAL TREATMENT REQUESTED -- OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Organization, Valid Authorization and Good Standing. Old Clinic is a Louisiana professional medical corporation duly organized, validly existing and in good standing under the laws of the State of Louisiana. New Clinic will be a professional medical corporation duly organized, validly existing and in good standing under the laws of the State of Louisiana on and after the Closing Date. Old Clinic has the power and authority to own all of its properties and assets and to conduct the Practice prior to the Closing Date. New Clinic will have the power and authority to own all of its properties and assets and to conduct the Practice on and after the Closing Date. Old Clinic has, and New Clinic will have, the power and authority to enter into the Transaction Documents to which it is a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents to which Old Clinic will be a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by Old Clinic, and no other corporate or other proceedings on the part of Old Clinic are necessary to authorize such Transaction Documents and the transactions contemplated thereby. The execution and deliver of the Transaction Documents to which New Clinic will be a party and the consummation of the transactions contemplated thereby will be duly and validly authorized by New Clinic, and no other corporate or other proceedings on the part of New Clinic will be necessary to authorize such Transaction Documents and the transactions contemplated thereby. This Master Transaction Agreement has been duly and validly executed and delivered by Old Clinic and constitutes the valid and binding agreement of Old Clinic enforceable against it in accordance with its terms. Each Transaction document executed and delivered by Old Clinic or New Clinic will upon such execution and deliver constitute the valid and binding agreement of such party enforceable against it in accordance with its terms, except as enforcement in general may be limited by any applicable bankruptcy, insolvency, reorganization or other laws affecting creditor's rights generally or by the application of equitable remedies.
Organization, Valid Authorization and Good Standing. PTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. PTI has the power and authority to own all of its properties and assets and to conduct its business. PTI has the power and authority to enter into the Transaction Documents to which it is a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by the Board of Directors of PTI, and no other corporate or other proceedings on the part of PTI are necessary to authorize the Transaction Documents and the transactions contemplated thereby. This Master Transaction Agreement has been duly and validly executed and delivered by PTI and constitutes the valid and binding agreement of PTI enforceable against PTI, in accordance with its terms. Each Transaction Document executed and delivered at the Closing by PTI will upon such execution and delivery constitute the valid and binding agreement of PTI, enforceable against PTI in accordance with its terms.
Organization, Valid Authorization and Good Standing. The Company is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Texas. The Company has the power and authority to own all of its properties and assets and to conduct its business. The Company has the power and authority to enter into the Transaction Documents to which it is a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by the Board of Directors of the Company, and no other corporate or other proceedings on the part of the Company are necessary to authorize the Company’s execution and delivery of the Transaction Documents and the transactions contemplated thereby. This Master Transaction Agreement has been duly and validly executed and delivered by the Company and constitutes the valid and binding agreement of the Company enforceable against the Company, in accordance with its terms. Each Transaction Document executed and delivered at the Closing by the Company will upon such execution and delivery constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
Organization, Valid Authorization and Good Standing. Goldman --------------------------------------------------- is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and is not required to be qualified to do business in any state or jurisdiction other than the State of Illinois. Goldman does not have any subsidiaries. Goldman has the power and authority to own all of the Goldman Assets. Goldman and the Goldman Stockholders have the power and authority to enter into this Agreement and to carry out their obligations thereunder. The execution and delivery of this Agreement and related transaction documents to which any of Goldman and the Goldman Stockholders are party and the consummation of this Agreement and the transactions contemplated hereby and thereby have been duly and validly authorized by such party, and no other corporate or other proceedings on the part of Goldman are necessary to authorize this Agreement and related transaction documents and the transactions contemplated thereby. This Agreement has been duly and validly executed and delivered by each of Goldman and the Goldman Stockholders and constitutes the valid and binding agreement that is enforceable against each such party in accordance with its terms.
Organization, Valid Authorization and Good Standing. Sylvan is --------------------------------------------------- a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. Sylvan is duly qualified to transact business in the State of Maryland. Sylvan has the power and authority to own all of its properties and assets and to conduct its business, except where the failure to have such power and authority would not have a material adverse effect on the business of Sylvan. Sylvan has the power and authority to enter into this Agreement and related transaction documents to which it is a party and to carry out its obligations thereunder. The execution and delivery of the transaction documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Sylvan, and no other corporate or other proceedings on the part of Sylvan is necessary to authorize this Agreement and related transaction documents and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Sylvan and constitutes the valid and binding agreement of Sylvan enforceable in accordance with its terms.
Organization, Valid Authorization and Good Standing. Purchaser is duly organized, validly existing and in good standing under the laws of the State of Florida and registered to do business in the State of Alabama. Purchaser has the power and authority to own all of its properties and assets and to conduct its business. Purchaser has the power and authority to enter into the Transaction Documents to which it is a party and to carry out its obligations hereunder. The execution and delivery of the Transaction Documents to which Purchaser is a party and the consummation of the transactions Contemplated thereby have been duly and validly authorized by Purchaser, and no other corporate or other proceedings on the part of Purchaser is necessary to authorize the Transaction Documents and the transactions Contemplated thereby. This Purchase Agreement has been duly and validly executed and delivered by Purchaser and constitutes the valid and binding agreement of Purchaser enforceable against Purchaser, in accordance with its terms. Each Transaction Document executed and delivered at the Closing by Purchaser will upon such execution and delivery constitute the valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms.
