Common use of POWER AND AUTHORITY FOR TRANSACTIONS Clause in Contracts

POWER AND AUTHORITY FOR TRANSACTIONS. The Practice shall have the power to execute, deliver and perform its obligations under all agreements and other documents to be executed and delivered by it pursuant to this Agreement, including without limitation, the Service Agreement and each Employment Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Organization/Partnership Agreement/Articles of Incorporation, its Bylaws/Regulations or otherwise, to authorize the execution, delivery and performance of such documents. The Service Agreement, the Employment Agreement and the other agreements contemplated hereby shall have been duly executed and delivered by the Practice and constitute or will constitute the legal, valid and binding obligations of the Practice enforceable against the Practice 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 the Service Agreement, the Employment Agreements and the other agreements contemplated hereby will not violate any provision of the organizational documents of the Practice 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 Practice is a party or by which the Practice is bound, or violate any material restrictions of any kind to which the Practice is subject, or result in any lien or encumbrance on any of the Practice's assets.

POWER AND AUTHORITY FOR TRANSACTIONS. The Practice shall have the power to execute, deliver and perform its obligations under all agreements and other documents to be executed and delivered by it pursuant to this Agreement, including without limitation, the Service Agreement and each Employment Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Organization/Partnership Agreement/Articles of Incorporation, its Bylaws/Regulations or otherwise, to authorize the execution, delivery and performance of such documents. The Service Agreement, the Employment Agreement and the other agreements contemplated hereby shall have been duly executed and delivered by the Practice on the Closing Date and constitute or will constitute the legal, valid and binding obligations of the Practice enforceable against the Practice 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 the Service Agreement, the Employment Agreements and the other agreements contemplated hereby will not violate any provision of the organizational documents of the Practice 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 Practice is a party or by which the Practice is bound, or violate any material restrictions of any kind to which the Practice is subject, or result in any lien or encumbrance on any of the Practice's assets.

POWER AND AUTHORITY FOR TRANSACTIONS. The Practice shall have (a) Seller has the power to execute, deliver and perform its his or her obligations under this Agreement and all agreements and other documents to be executed and delivered by it Seller pursuant to this Agreement, including without limitation, the Service Agreement and each Employment Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Organization/Partnership Agreement/Articles of Incorporation, its Bylaws/Regulations or otherwise, to authorize the execution, delivery and performance of such documents. The Service Agreement, the Employment this Agreement and the other agreements contemplated hereby shall have been duly executed and delivered by the Practice and constitute or will constitute the legal, valid and binding obligations of the Practice enforceable against the Practice 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. such related documents. (b) The execution and delivery of the Service this Agreement, the Employment Agreements and the other agreements related hereto to be executed and delivered pursuant to this Agreement, do not, and (subject to obtaining all necessary consents from landlords or lessors to assignment of leases and contracts) the consummation of the transactions contemplated hereby will not not, violate any provision provisions of the organizational documents Articles of Incorporation or Bylaws of the Practice Corporation or any provisions of, or result in the acceleration of, any obligation under any material mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which the Practice Practice, Corporation, PDI or Seller is a party or by which the Practice Practice, Corporation, PDI or Seller is bound, or violate any material restrictions of any kind to which the Practice Practice, Corporation, PDI or Seller is subject. (c) This Agreement has been duly and validly executed and delivered by Seller and constitutes the valid and binding agreement of Seller enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, or result insolvency, moratorium and similar laws affecting creditors' rights generally and general principles of equity), and each other agreement to be executed and delivered at the Closing by Seller will, upon such execution and delivery, constitute the valid and binding agreement of Seller enforceable against Seller in any lien or encumbrance on any accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and general principles of the Practice's assetsequity).

POWER AND AUTHORITY FOR TRANSACTIONS. The Practice shall have the power to execute, deliver and perform its obligations under all agreements and other documents to be executed and delivered by it pursuant to this Agreement, including without limitation, the Service Agreement and each Employment Agreement or to be executed and delivered on the Closing Date, and has taken or will take all action required by law, its Organization/Partnership Agreement/Articles of Incorporation, its Bylaws/Regulations or otherwise, to authorize the execution, delivery and performance of such mutually agreeable documents. The Service Agreement, the Employment Agreement and the other agreements contemplated hereby shall have been duly executed and delivered by the Practice on the Closing Date and constitute or will constitute the legal, valid and binding obligations of the Practice enforceable against the Practice 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 the Service Agreement, the Employment Agreements and the other agreements contemplated hereby will not violate any provision of the organizational documents of the Practice 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 Practice is a party or by which the Practice is bound, or violate any material restrictions of any kind to which the Practice is subject, or result in any lien or encumbrance on any of the Practice's assets.

POWER AND AUTHORITY FOR TRANSACTIONS. The Practice shall have the power to execute, deliver and perform its obligations under all agreements and other documents to be executed and delivered by it pursuant to this Agreement, including without limitation, the Service Agreement and each Employment Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Organization/Partnership Agreement/Articles of Incorporation, its Bylaws/Regulations or otherwise, to authorize the execution, delivery and performance of such documents. The Service Agreement, the Employment Agreement and the other agreements contemplated hereby shall have been duly executed and delivered by the Practice and constitute or will constitute the legal, valid and binding obligations of the Practice enforceable against the Practice 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 the Service Agreement, the Employment Agreements and the other agreements contemplated hereby will not violate any provision of the organizational documents of the Practice 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 Practice is a party or by which the Practice is bound, or violate any material restrictions of any kind to which the Practice is subject, or result in any lien or lienor encumbrance on any of the Practice's assets.