Common use of POWER AND AUTHORITY FOR TRANSACTIONS Clause in Contracts

POWER AND AUTHORITY FOR TRANSACTIONS. Company has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and Shareholders, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company and Shareholders, enforceable against Company and Shareholders in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company or any Shareholder is a party or by which Company or any Shareholder is bound, or violate any material restrictions of any kind to which Company is subject, or result in any lien or encumbrance on any of Company's assets or the Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company Contributor has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company Contributor has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company Contributor and Shareholders, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company Contributor and Shareholders, enforceable against Company Contributor and Shareholders in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company Contributor or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company Contributor or any Shareholder is a party or by which Company Contributor or any Shareholder is bound, or violate any material restrictions of any kind to which Company Contributor is subject, or result in any lien or encumbrance on any of CompanyContributor's assets or the Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company (a) Seller has the corporate power to execute, deliver and perform its obligations under this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing DateAgreement, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, execution and delivery of and the performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and Shareholders, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company and Shareholders, enforceable against Company and Shareholders in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements related hereto executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing DateAgreement, do not, and, subject to the receipt of consents described on EXHIBIT 2.4to assignments of leases and other contracts where required and the receipt of regulatory approvals where required, the consummation of the actions transactions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company Seller or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rentinstrument, order, arbitration award, judgment or decree to which Seller is a party or by which Seller is bound, or violate any material restrictions of any kind to which Seller is subject which could have a Material Adverse Effect. (b) The execution and delivery of this Agreement, and the agreements related hereto executed and delivered pursuant to this Agreement, do not, and the consummation of the transactions contemplated hereby will not, violate any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Company or any Shareholder is a party or by which Company or any Shareholder is bound, or violate any material restrictions of any kind to which Company any Shareholder is subject, or result in any lien or encumbrance on any of Company's assets or the Assetssubject and which could have a Material Adverse Effect.

POWER AND AUTHORITY FOR TRANSACTIONS. The Company has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. The Company has obtained (or will obtain as of the Closing Date) the approval of its stockholders shareholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by the Company and the Shareholders, as appropriate, and constitute or will constitute the legal, valid and binding obligations of the Company and the Shareholders, enforceable against the Company and the Shareholders in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4Exhibit 2.5, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of the Company or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which the Company or any Shareholder is a party or by which the Company or any Shareholder is bound, or violate any material restrictions of any kind to which the Company is subject, or result in any lien or encumbrance on any of the Company's assets or the Assetsassets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company Contributor has the corporate partnership power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws Partnership Agreement or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder Partner has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company Contributor has obtained the approval of its stockholders partners necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company Contributor and ShareholdersPartners, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company Contributor and ShareholdersPartners, enforceable against Company Contributor and Shareholders Partners in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate Partnership Agreement of Incorporation or Bylaws of Company Contributor or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company Contributor or any Shareholder Partner is a party or by which Company Contributor or any Shareholder Partner is bound, or violate any material restrictions of any kind to which Company Contributor is subject, or result in any lien or encumbrance on any of CompanyContributor's assets or the Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and the Shareholders, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company and the Shareholders, enforceable against Company and the Shareholders in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4Exhibit 2.5, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company or any Shareholder is a party or by which Company or any Shareholder is bound, or violate any material restrictions of any kind to which Company is subject, or result in any lien or encumbrance on any of Company's assets or the AssetsStock.

POWER AND AUTHORITY FOR TRANSACTIONS. Company (a) Seller has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing DateAgreement, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into The execution and perform delivery of this Agreement Agreement, and the other agreements to be related hereto executed and delivered in connection herewith. Company has obtained pursuant to this Agreement, do not, and, subject to the approval receipt of its stockholders necessary consents to assignments of leases and other contracts where required and the receipt of regulatory approvals where required, the consummation of the transactions contemplated hereinhereby will not, violate any provision of the Articles or SUNSTAR HEALTHCARE, INC. This AND SUBSIDIARIES (b) Brevard Medical Center, Inc., has corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and Shareholders, as appropriateit pursuant to this Agreement, and constitute has taken all action required by law, its Articles or will constitute Certificate of Incorporation, its Bylaws or otherwise, to authorize the legalexecution, valid delivery, and binding obligations performance of Company this Agreement and Shareholders, enforceable against Company and Shareholders in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remediessuch related documents. The execution and delivery of this Agreement, and the agreements related hereto executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing DateAgreement, do not, and, subject to the receipt of consents described on EXHIBIT 2.4to assignments of leases and other contracts where required and the receipt of regulatory approvals where required, the consummation of the actions transactions contemplated hereby will not, violate any provision provisions of the Articles or Certificate of Incorporation or Bylaws of Company Brevard Medical Center, Inc., or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rentinstrument, order, arbitration award, judgement or decree to which Brevard Medical Center, Inc., is a party or by which Brevard Medical Center, Inc., is bound, or violate any material restrictions of any kind to which Brevard Medical Center, Inc., is known to be subject. (c) First Health, Inc., has corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement, and the agreements related hereto executed and delivered pursuant to this Agreement, do not, and, subject to the receipt of consents to assignments of leases and other contracts where required and the receipt of regulatory approvals where required, the consummation of the transactions contemplated hereby will not, violate any provisions of the Articles or Certificate of Incorporation or Bylaws of First Health, Inc., or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgement or decree to which First Health, Inc., is a party or by which First Health, Inc., is bound, or violate any material restrictions of any kind to which First Health, Inc., is known to be subject. (d) SunStar Health Plan, Inc., has corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement, and the agreements related hereto executed and delivered pursuant to this Agreement, do not, and, subject to the receipt of consents to assignments of leases and other contracts where required and the receipt of regulatory approvals where required, the consummation of the transactions contemplated hereby will not, violate any SUNSTAR HEALTHCARE, INC. AND SUBSIDIARIES (e) The execution and delivery of this Agreement, and the agreements related hereto executed and delivered pursuant to this Agreement, do not, and the consummation of the transactions contemplated hereby will not, violate any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Company or any Shareholder Business is a party or by which Company or any Shareholder Businesses is bound, or violate any material restrictions of any kind to which Company any Businesses is known to be subject, or result in any lien or encumbrance on any of Company's assets or the Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company Seller has the corporate ------------------------------------ power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity Seller's stockholders have taken all necessary action to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company has obtained the approval of its stockholders necessary to approve the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and Shareholders, as appropriateSeller, and constitute or will constitute the legal, valid and binding obligations obligation of Company and ShareholdersSeller, enforceable against Company and Shareholders Seller in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4Exhibit 3.5, the consummation of the actions contemplated hereby will not, ----------- violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company Seller or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company or any Shareholder Seller is a party or by which Company or any Shareholder Seller is bound, or violate any material restrictions of any kind to which Company Seller is subject, or result in any lien or encumbrance on any of CompanySeller's assets or the Assetsassets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action within its power and authority required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company has obtained the approval of its stockholders necessary the shareholders of the Company owning the voting stock of the Company to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and Signatory Shareholders, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company and Signatory Shareholders, enforceable against Company and Signatory Shareholders in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The To the best of Company and Signatory Shareholders knowledge the execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company or any Shareholder is a party or by which Company or any Shareholder is bound, or violate any material restrictions of any kind to which Company is subject, or result in any lien or encumbrance on any of Company's assets or the Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company Seller has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company Seller has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company Seller and the Shareholders, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company Seller and the Shareholders, enforceable against Company Seller and the Shareholders in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4Exhibit 2.5, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company Seller or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company Seller or any Shareholder is a party or by which Company S e ller or any Shareholder is bound, or violate any material restrictions of any kind to which Company Seller is subject, or result in any lien or encumbrance on any of CompanySeller's assets or the Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. The Company has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each The Shareholder has the legal capacity to enter into and perform this Agreement and the other documents, instruments and agreements to be executed and delivered in connection herewith. The Company has obtained the approval of its stockholders shareholders necessary to the consummation of the transactions contemplated herein. This Agreement and all documents, instruments and agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by the Company and Shareholdersthe Shareholder, as appropriate, and constitute or will constitute the legal, valid and binding obligations of the Company and Shareholdersthe Shareholder, enforceable against the Company and Shareholders the Shareholder in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the documents, instruments and agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4Schedule 2.5 below, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of the Company or any provisions of, or result in the acceleration of, or loss of any right in, to or under, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which the Company or any the Shareholder is a party or by which the Company or any the Shareholder is bound, or violate any material restrictions of any kind to which the Company is subject, or result in any lien or encumbrance on any of the Company's assets or the Assetsassets.

POWER AND AUTHORITY FOR TRANSACTIONS. The Company has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. The Company has obtained (or will obtain as of the Closing Date) the approval of its stockholders the Shareholder necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by the Company and Shareholdersthe Shareholder, as appropriate, and constitute or will constitute the legal, valid and binding obligations of the Company and Shareholdersthe Shareholder, enforceable against the Company and Shareholders the Shareholder in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4Exhibit 2.5, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of the Company or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which the Company or any Shareholder is a party or by which the Company or any Shareholder is bound, or violate any material restrictions of any kind to which the Company is subject, or result in any lien or encumbrance on any of the Company's assets or the Assetsassets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company Seller has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company Seller and has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company Seller and Shareholdersthe Shareholder, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company Seller and Shareholdersthe Shareholder, enforceable against Company Seller and Shareholders the Shareholder in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4Exhibit 2.5, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company Seller or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company Seller or any Shareholder is a party or by which Company Seller or any Shareholder is bound, or violate any material restrictions of any kind to which Company Seller is subject, or result in any lien or encumbrance on any of CompanySeller's assets or the Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company has Contributors have the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it them pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its their Articles or Certificate of Incorporation, its their Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company has Contributors have obtained the approval of its their stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company Contributors and ShareholdersShareholder, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company Contributors and ShareholdersShareholder, enforceable against Company Contributors and Shareholders Shareholder in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company Contributors or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company Contributors or any Shareholder is a party or by which Company Contributors or any Shareholder is bound, or violate any material restrictions of any kind to which Company Contributors is subject, or result in any lien or encumbrance on any of Company's Contributors' assets or the Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company Each of PRG and PRG Sub has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company PRG and ShareholdersPRG Sub, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company PRG and Shareholders, PRG Sub enforceable against Company PRG and Shareholders PRG Sub in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4that have or will be obtained as of the Closing Date, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company PRG or PRG Sub or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company PRG or any Shareholder PRG Sub is a party or by which Company PRG or any Shareholder PRG Sub is bound, or violate any material restrictions of any kind to which Company is subject, or result in any lien or encumbrance on any of Company's PRG s or PRG Sub s assets or the AssetsPRG Stock.

POWER AND AUTHORITY FOR TRANSACTIONS. The Company has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and a n d has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. The Company has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by the Company and the Shareholders, as appropriate, and constitute or will constitute the legal, valid and binding obligations of the Company and the Shareholders, enforceable against the Company and the Shareholders in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4Exhibit 2.5, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of the Company or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which the Company or any Shareholder is a party or by which the Company or any Shareholder is bound, or violate any material restrictions of any kind to which the Company is subject, or result in any lien or encumbrance on any of the Company's assets or the Assetsassets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company Upon approval of the transaction by the District Court of Tel Aviv before which the restructuring proceedings of Mentergy, Ltd. have been brought: (A) Seller has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered by it on both the Effective Date and the Closing Date, and has taken all action required by lawfederal and state law (including the State of Delaware and the State of New York), its Articles or Certificate of Incorporation, and its Bylaws or otherwiseBylaws, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder ; (B) Seller has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered by it in connection herewith. Company ; (C) Seller has obtained the necessary approval of its Board of Directors and stockholders necessary in order to the consummation of consummate the transactions contemplated herein. ; (D) This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and Shareholders, as appropriateSeller, and constitute or will constitute the legal, valid and binding obligations of Company and ShareholdersSeller, enforceable against Company and Shareholders Seller in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' creditor's rights generally or the availability of equitable remedies. ; (E) Seller acknowledges that the Purchased Assets are being transferred in an arms length transaction, and for what Seller believes is fair value and in a contemporaneous exchange; (F) Seller will not take in any bankruptcy or receivership any position which puts in jeopardy the transfer of the Purchase Assets to the Purchaser, and will join the Purchaser in any motion filed by the Purchaser to protect the transfer from a claim by any creditor of Seller that the transaction described herein is a fraudulent transfer (as defined in the Bankruptcy Code); (G) The execution and delivery of this Agreement, and the agreements executed and delivered by Seller pursuant to this Agreement or to be executed and delivered by Seller on the Effective Date or Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4, and the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company or any provisions ofSeller; and (H) Except as set forth in SCHEDULE 2.2, or the execution and delivery of this Agreement, and the agreements executed and delivered by Seller pursuant to this Agreement will not result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company or any Shareholder Seller is a party or by which Company or any Shareholder Seller is bound, or violate any material restrictions of any kind to which Company Seller is subject, or result in any lien or encumbrance on any of Company's assets or the Purchased Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company Seller has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered by it on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, and its Bylaws or otherwiseBylaws, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder Seller has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered by it in connection herewith. Company Seller has obtained the necessary approval of its stockholders necessary shareholders in order to the consummation of consummate the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and Shareholders, as appropriateSeller, and constitute or will constitute the legal, valid and binding obligations of Company and ShareholdersSeller, enforceable against Company and Shareholders Seller in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered by Seller pursuant to this Agreement or to be executed and delivered by Seller on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4, and the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company Seller or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company or any Shareholder Seller is a party or by which Company or any Shareholder Seller is bound, or violate any material restrictions of any kind to which Company Seller is subject, or result in any lien or encumbrance on any of Company's assets or the Purchased Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company Seller has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, if any, its Bylaws Bylaws, if any, or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company Southwest Eye Associates, Ltd. has obtained o b t a ined the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company Seller and Shareholdersthe Shareholder, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company Seller and Shareholdersthe Shareholder, enforceable against Company Seller and Shareholders the Shareholder in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4Exhibit 2.5, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company Seller or any Shareholder is a party or by which Company Seller or any Shareholder is bound, or violate any material restrictions of any kind to which Company Seller is subject, or result in any lien or encumbrance on any of CompanySeller's assets or the Assets.

POWER AND AUTHORITY FOR TRANSACTIONS. Company Seller has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder Seller has the legal capacity corporate power to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company Seller has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and Shareholders, as appropriateSeller, and constitute or will constitute the legal, valid and binding obligations of Company and ShareholdersSeller, enforceable against Company and Shareholders Seller in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4, and the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company Seller or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company or any Shareholder Seller is a party or by which Company or any Shareholder Seller is bound, or violate any material restrictions of any kind to which Company Seller is subject, or result in any lien or encumbrance on any of CompanySeller's assets or the Assetsassets.