Powers; Consents; Absence of Conflicts with Other Agreements. Other then as disclosed on Schedule 3.1(b), the execution, delivery, and performance by Seller of this Agreement and all other agreements referenced herein, or ancillary hereto, to which Seller is a party, and the consummation by Seller of the transactions contemplated by this Agreement and the Transaction Documents, as applicable:
(a) do not require any approval or consent to be obtained by any party other than the Company or from, or filing required to be made by Seller with, any Governmental Agency bearing on the validity of this Agreement which is required by Law;
(b) will not conflict with, result in any breach or contravention of, or the creation of any Encumbrance under, any indenture, agreement, lease, instrument or understanding to which Seller is a party or by which Seller is bound;
(c) will not violate any Law to which Seller may be subject; and
(d) will not violate any Governmental Order to which Seller may be subject.
Powers; Consents; Absence of Conflicts with Other Agreements. The execution, delivery and performance of this Agreement by Seller and all other agreements referenced in or ancillary hereto to which Seller is a party or is to become a party at the Closing and the consummation of the transactions set forth herein by Seller:
4.2.1 are within Seller’s powers, are not in contravention of law and have been duly authorized by all necessary action of Seller;
4.2.2 do not and will not conflict with any provision of Seller’s organizational documents;
4.2.3 do not require any approval or consent of, or filing with, any governmental agency or authority which is required by law or the regulations of any such agency or authority;
4.2.4 will not create any lien, charge or encumbrance affecting any of the Assets;
4.2.5 will not violate any statute, law, rule or regulation of any governmental authority to which Seller or the Assets may be subject if such violation would have a material adverse affect on the Assets; and
4.2.6 will not violate any order, writ, injunction, decree, or judgment of any court or governmental authority to which Seller or the Assets may be subject.
Powers; Consents; Absence of Conflicts with Other Agreements. The execution, delivery, and performance of this Agreement by Diocese (including, as applicable, DRE) and WH, and all other agreements referenced herein, or ancillary hereto, to which Diocese (including DRE) or WH is a party, and the consummation of the transactions contemplated herein by Diocese (including DRE) and WH (including its controlled Affiliates): (i) are within each party’s respective corporate or canonical, as applicable, powers, are not in contravention of law or of the terms of its Organizational Documents, and have been duly authorized by all appropriate corporate action or Vatican or other canonical approval, as applicable; (ii) except as provided in Section 5.3 below, do not require any approval or consent of, or filing with, any Government Entity bearing on the validity of this Agreement which is required by Legal Requirements; (iii) will neither conflict with, nor result in any breach or contravention of, or the creation of any Lien, charge, or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound; (iv) will not violate any Legal Requirement of any Government Entity to which it or the assets or business of Diocese (including DRE) or WH (including its controlled Affiliates) may be subject; (v) will not violate any Proceeding or Order of any Government Entity to which it or the assets or business of Diocese (including DRE) or WH (including its controlled Affiliates) may be subject; and (vi) will not cause Diocese (including DRE) or WH (including its controlled Affiliates) to become subject to, or to become liable for payment of, any tax. Except as set forth on Schedule 3.2, neither Diocese nor WH (or its controlled Affiliates) is or shall be required to give notice to, or obtain the consent or approval from, any Government Entity or Person in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein.
Powers; Consents; Absence of Conflicts with Other Agreements. The execution, delivery, and performance of this Agreement by WVUHS and all other agreements referenced herein, or ancillary hereto, to which WVUHS is a party, and the consummation of the transactions contemplated herein by WVUHS: (i) are within its corporate powers, are not in contravention of law or of the terms of its Organizational Documents, and have been duly authorized by all appropriate corporate action; (ii) except as provided in Section 6.1 below, do not require any approval or consent of, or filing with, any Government Entity bearing on the validity of this Agreement which is required by any applicable Legal Requirement; (iii) will not violate any Legal Requirement to which it may be subject; and (iv) will not violate any Order of any Government Entity to which it may be subject.
Powers; Consents; Absence of Conflicts with Other Agreements. Subject to the Required Approvals, the execution, delivery and performance by the City of this Operating Lease, the Integration Agreement and all other documents and agreements delivered in connection with the execution of this Operating Lease, the Integration Agreement and other documents and agreements to which the City is a party in connection with the Closing, and the consummation by the City of the Transactions, (a) are within its powers, are not in contravention of law and have been duly authorized by all appropriate action; (b) will neither conflict with, nor result in, any material breach or conflict with any Material Contract, (c) create any prohibited Encumbrance under any Material Contract, indenture, agreement, instrument or understanding to which the City is a party or by which the City is bound; and (d) do not violate any statute, law, rule, regulation, judgment, decree, writ or injunction of any Governmental Entity to which the City, the MHS Facilities or the Acquired Assets may be subject.
Powers; Consents; Absence of Conflicts with Other Agreements. Legacy Health has the requisite corporate power and authority to execute, deliver, and perform this
4.2.1 Are within the corporate powers and authority of Legacy Health to perform on its behalf and on behalf of the other Legacy Health Entities, and will not result in a breach of the terms of the Organizational Documents of any Legacy Health Entity;
4.2.2 Have been (or will be, as of the Closing Date) duly authorized by all necessary or appropriate corporate actions of the Legacy Health Entities, which actions remain in full force and effect;
4.2.3 Except as provided in Section 4.2.3 of the Legacy Health Disclosure Schedules, do not require any approval or consent of, or filing with, any Government Entity, including with respect to any Material Permit;
4.2.4 Will not result in a material violation of any of the terms or requirements of, or give any Government Entity the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Material Permit;
4.2.5 Will not result in a material breach of, or give rise to a right of termination, cancellation, modification, acceleration or to the loss of a benefit thereunder, or the creation of any material Lien under, any Material Contract; and
4.2.6 Except as provided in Section 4.2.6 of the Legacy Health Disclosure Schedules, will not result in a material violation of any federal, state or local laws to which Legacy Health or any Legacy Health Entity is subject.
Powers; Consents; Absence of Conflicts with Other Agreements. GH has the requisite corporate power and authority to execute, deliver, and perform this Agreement and all other agreements referenced herein, or ancillary hereto, to which GH is a party and to conduct its businesses as are now being conducted. The consummation of the Transactions, and the entry into this Agreement and the other Transaction Documents, by the GH Entities, as applicable:
7.2.1 Are within the corporate powers and authority of GH to perform on its behalf and on behalf of the GH Entities, are not in contravention of the terms of the Organizational Documents of any GH Entity, and have been duly authorized by all necessary or appropriate corporate actions of the GH Entities, which actions remain in full force and effect;
7.2.2 Except as provided in Section 9.5.1, 9.5.2 or 9.5.3, or Schedule 11.5, do not require any approval or consent of, or filing with, any Government Entity, including with respect to GH Entity licenses, registrations, certifications, permits and approvals;
7.2.3 Will not result in any material breach or contravention of, or give rise to a right of termination, cancellation, acceleration or to the loss of a benefit thereunder, or the creation of any claim, liability or Lien under, any Material Contract to which any GH Entity is a party or by which any GH Entity is bound; and
7.2.4 Will not violate any federal, state or local laws to which GH or any GH Entity is subject.
Powers; Consents; Absence of Conflicts with Other Agreements. Each of RH and Kaiser has the requisite power and authority to execute, deliver, and perform this Agreement and all other agreements referenced herein, or ancillary hereto, to which RH or Kaiser, as applicable, is a party and to conduct its respective business as is now being conducted. The execution, delivery, and performance of this Agreement by each of RH and Kaiser and all other agreements referenced herein or ancillary hereto to which RH or Kaiser, as applicable, is a party, and the consummation by RH, Kaiser, as applicable of the Transactions:
8.2.1 Are within the corporate powers and authority of such Party to perform on its behalf, are not in contravention of the terms of the Organizational Documents of such Party, and have been (or will be, as of the Closing Date) duly authorized by all appropriate corporate actions, which actions remain in full force and effect;
8.2.2 Except as provided in Section 9.5.1, 9.5.2 or 9.5.3, or Schedule 10.4, do not require any approval or consent of, or filing with, any Government Entity, including with respect to such Party’s licenses, registrations, certifications, permits and approvals;
8.2.3 Except as otherwise set forth on Schedule 8.2.3, will not result in any breach or contravention of (whether after the giving of notice, lapse or time or both), or give rise to a right of termination, cancellation, acceleration or to the loss of a material benefit thereunder, or the creation of any Lien under, any material contract, permit or license to which such Party is a party or by which such Party is bound; and
8.2.4 Will not violate any federal, state or local laws to which such Party is subject.
Powers; Consents; Absence of Conflicts with Other Agreements. (a) The execution, delivery and performance by LifePoint Sub of this Agreement and all other agreements referenced in or ancillary hereto to be executed and delivered by LifePoint Sub pursuant hereto and the consummation of the transactions contemplated herein and therein by LifePoint Sub (i) are within LifePoint Sub’s limited liability company powers, are not in contravention of the terms of its Certificate of Organization or Limited Liability Company Agreement, or any amendments thereto, and have been duly authorized by all appropriate corporate action; (ii) except as set forth on Schedule 5.2(a), do not require LifePoint Sub to obtain any approval or consent of, or make any filing with, any governmental agency or authority bearing on the validity of this Agreement which is required by Legal Requirements; (iii) will not conflict with nor result in any breach or contravention of any agreement, lease or instrument to which LifePoint Sub is a party or by which LifePoint Sub is bound; (iv) do not violate any Legal Requirements to which LifePoint Sub may be subject; and (v) do not violate any judgment of any court or governmental authority to which LifePoint Sub may be subject.
(b) The execution, delivery and performance by the Joint Venture of this Agreement and all other agreements referenced in or ancillary hereto to be executed and delivered by the Joint Venture pursuant hereto and the consummation of the transactions contemplated herein and therein by the Joint Venture (i) are within the Joint Venture’s limited liability company powers, are not in contravention of the terms of its Certificate of Formation, Limited Liability Company Agreement, or any amendments thereto and have been duly authorized by all appropriate limited liability company action; (ii) except as set forth on Schedule 5.2(b), do not require the Joint Venture to obtain any approval or consent of, or make any filing with, any governmental agency or authority bearing on the validity of this Agreement which is required by Legal Requirements;
Powers; Consents; Absence of Conflicts with Other Agreements. The execution, delivery and performance by Buyer of this Agreement and all other agreements referenced in or ancillary hereto to be executed and delivered by Buyer pursuant hereto and the consummation of the transactions contemplated herein and therein by Xxxxx (i) are within Buyer’s limited liability company powers, are not in contravention of the terms of its Certificate of Organization or Limited Liability Company Agreement, or any amendments thereto, and have been duly authorized by all appropriate limited liability company action; (ii) except as set forth on Schedule 5.2, do not require Buyer to obtain any approval or consent of, or make any filing with, any governmental agency or authority bearing on the validity of this Agreement which is required by Legal Requirements; (iii) will not conflict with nor result in any breach or contravention of any agreement, lease or instrument to which Buyer is a party or by which Buyer is bound; (iv) do not violate any Legal Requirements to which Buyer may be subject; and (v) do not violate any judgment of any court or governmental authority to which Buyer may be subject.
