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:
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:
Powers; Consents; Absence of Conflicts with Other Agreements. The execution, delivery and performance by each of the Sellers of this Agreement and any of the other agreements referenced in or ancillary hereto to be executed and delivered by such Seller pursuant hereto and the consummation of the transactions contemplated herein and therein by Sellers (a) are within the corporate powers of such Seller and are not in contravention of the terms of its Articles of Incorporation or Bylaws, or any amendments thereto, and have been duly authorized by all appropriate corporate action; (b) except as set forth on Schedule 4.2(b), do not require any of the Sellers 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; (c) will not (i) except as set forth on Schedule 4.2(c), conflict with or result in any breach or contravention of any Listed Contract, (ii) permit the acceleration of the maturity of the Assumed Liabilities, or (iii) result in the creation of any Encumbrance (as hereinafter defined) affecting any of the Assets other than Permitted Encumbrances; (d) do not violate any Legal Requirements to which the Sellers or the Assets, may be subject; and (e) do not violate any judgment of any court or governmental authority to which Sellers or the Assets may be subject.
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 Buyer (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.
Powers; Consents; Absence of Conflicts with Other Agreements. Legacy Health has the requisite corporate power and authority to execute, deliver, and perform this Agreement and all other Transaction Documents to which Legacy Health is a party. The consummation of the Transactions, and the entry into this Agreement and the other Transaction Documents, by the Legacy Health Entities, as applicable:
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. (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.
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. 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:
