Power to Execute Agreement. Each individual executing this agreement, on behalf of one of the parties, represents that he or she is duly authorized to sign and deliver the agreement on behalf of such party and that this agreement is binding on such party in accordance with its terms. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Power to Execute Agreement. The undersigned representative of the Proposer certifies that he or she has full and complete authority to bind the Proposer, the Proposer’s team members, and subcontractors to all terms and conditions of this Agreement, and that by executing the Agreement does so bind such entities.
Power to Execute Agreement. Buyer has full power and authority to -------------------------- execute, deliver and perform its obligations under this Purchase Agreement. All action on the part of Buyer, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement by Buyer, the authorization, sale, issuance and delivery of the Shares and the performance of the Buyer's obligations hereunder has been taken or will be taken prior to the Closing.
Power to Execute Agreement. Each Seller has full power and authority to execute, deliver, and perform this Agreement and this Agreement is the legal and binding obligation of the Seller, enforceable against such Seller in accordance with its items, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
Power to Execute Agreement. Such Seller has full power and authority to execute, deliver, and perform this Agreement, and this Agreement is the legal and binding obligation of such Seller.
Power to Execute Agreement. Such Shareholder has full power and authority to execute, deliver, and perform this Agreement, and this Agreement is the legal and binding obligation of such Shareholder. No other proceedings on the part of the Shareholders, including a meeting of shareholders, are necessary to authorize the execution and delivery by the Shareholders of this Agreement or the consummation by the Shareholders of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and constitutes a legal, valid, and binding agreement of, such Shareholder, enforceable against such Shareholder in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
Power to Execute Agreement. UniHealth has full power and authority to execute, deliver and perform its obligations under this Agreement. All actions of UniHealth necessary for such execution, delivery and performance have been duly taken.
Power to Execute Agreement. Subject to receipt of the Approval, PacifiCare has full power and authority to execute, deliver and perform its obligations under this Agreement. The Board of Directors of PacifiCare (with the director nominees of UniHealth abstaining) has unanimously approved the execution, delivery and performance of this Agreement, subject to the Approval. All actions of PacifiCare necessary for such execution, delivery and performance have been, or, as of the Initial Closing Date will have been, duly taken.
Power to Execute Agreement. Each party hereby certifies, represents, and warrants to the other parties that it has full power and authority to execute this Agreement, that the execution and delivery of this Agreement by the party making such representation has been fully authorized and directed, that the persons executing this Agreement on behalf of the party making such representation have been duly authorized to do so, and that this Agreement, once executed, shall be the valid and binding obligation of the party making such representation enforceable in accordance with its terms.
Power to Execute Agreement. Such Shareholder has full power and authority to execute, deliver and perform this Agreement and each of the other agreements referred herein to which such Shareholder is a party.
