Validity and Conflicts. This Agreement is valid, binding and enforceable against Purchaser in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution of this Agreement and the consummation of the transactions contemplated herein have been approved by the Board of Directors of Purchaser and do not and will not result in a breach of the terms and conditions of nor constitute a default under or violation of the Articles of Incorporation or Bylaws of Purchaser, or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Purchaser is now a party or by which any of its assets may be bound or affected, subject, however, to Purchaser obtaining those Third Party Consents and Regulatory Approvals for which it is responsible under the terms hereof.
Validity and Conflicts. This Agreement is valid, binding and enforceable against Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to Seller obtaining those Third Party Consents and Regulatory Approvals (as defined below) for which it is responsible under the terms hereof, the execution of this Agreement and the consummation of the transactions contemplated herein in accordance with the terms hereof will not result in a breach of the terms and conditions of nor constitute a default under or violation of Seller's Articles of Incorporation or Bylaws or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Seller is now a party or by which Seller or any of the Seller's Assets may be bound or affected or any agreement, option, understanding or commitment or any or privilege granted by Seller to any other party to purchase or otherwise acquire the Seller's Assets or result in the acceleration of or an increase in the interest rate payable under any indebtedness to which Seller is a party other than indebtedness of Seller which does not relate to the Facilities or which is to be discharged by Seller as of the Closing Date.
Validity and Conflicts. This Agreement is valid, binding and enforceable against Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to Seller obtaining those Third Party Consents and Regulatory Approvals (as defined below) for which it is responsible under the terms hereof, the execution of this Agreement and the consummation of the transactions contemplated herein in accordance with the terms hereof, including, but not limited to the consummation prior to Closing of the Operations Restructure, will not result in a breach of the terms and conditions of nor constitute a default under or violation of Seller's Articles of Incorporation or Bylaws or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Seller is now a party or by which any of Seller's Assets, the Hospital, the Clinics (as defined below), the Corporation's Assets or the Partnership may be bound or affected or any agreement, option, understanding or commitment or any privilege granted by Seller, the Corporation or the Partnership to any other party to purchase or otherwise acquire the Seller's Assets, the Corporation's or the Partnership's Assets (as defined below) or result in the acceleration of or an increase in the interest rate payable under any indebtedness to which Seller, the Corporation or the Partnership is a party other than indebtedness of Seller which does not relate to the Hospital or the Clinics or indebtedness which is to be discharged by Seller or the Corporation as of the Closing Date.
Validity and Conflicts. This Agreement is, and all documents to be executed by Purchaser pursuant hereto will be, the valid and binding obligations of Purchaser, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution of this Agreement and the consummation of the transactions contemplated herein have been approved by the Board of Directors of Purchaser and do not and will not result in a breach of the terms and conditions of, nor constitute a default under or violation of, the Charter Documents of Purchaser or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Purchaser is now a party or by which its assets may be bound or affected.
Validity and Conflicts. This Agreement is, and all documents to be executed by it pursuant to this Agreement will be, its valid and binding obligations, enforceable against it in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution of this Agreement and the consummation of the transactions contemplated in this Agreement in accordance with its terms have been approved by all necessary action of such Seller under its Charter Documents and do not and will not result in a breach of the terms and conditions of, nor constitute a default under or violation of, such Seller's Charter Documents or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which such Seller is now a party or by which any of Sellers' Assets owned by it may be bound or affected.
Validity and Conflicts. This Agreement is, and all documents to be executed by the New Lessee Entities pursuant to this Agreement will be, their valid and binding obligations, enforceable against each of them in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution of this Agreement and the consummation of the transactions contemplated in this Agreement in accordance with its terms have been approved by all necessary action of each New Lessee Entities under its articles of incorporation or organization, bylaws, operating agreement or such other documents and agreements pursuant to which it is organized and operates (collectively, the “Charter Documents”), and do not and will not result in a breach of the terms and conditions of, nor constitute a default under or violation of, the New Lessee Entities’ Charter Documents or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license, contract or other instrument or obligation to which a New Lessee Entity is now a party or by which any of its assets may be bound or affected.
Validity and Conflicts. This Agreement is, and all documents to be executed by Lyric and Lyric Holdings pursuant hereto will be, the valid obligations of Lyric and Lyric Holdings, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution of this Agreement, the Guaranty, the Master Management Agreement and the Master Franchise Agreement have been approved by all required action on the part of the sole member of Lyric and by the Board of Directors of Lyric as the sole shareholder of Lyric Holdings and do not and will not result in a breach of the terms and conditions of, nor constitute a default under or violation of, the Charter Documents of Lyric and Lyric Holdings or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Lyric or Lyric Holdings is now a party or by which any of its assets may be bound or affected.
Validity and Conflicts. This Agreement is valid, binding and enforceable against CMS in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to CMS obtaining consent of the landlord under the Regional Office Lease, if applicable, the execution of this Agreement and the consummation of the transactions contemplated herein in accordance with the terms hereof will not result in a breach of the terms and conditions of nor constitute a default under or violation of CMS's Articles of Incorporation or Bylaws or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which CMS is now a party or by which any of the Regional Office Assets may be bound or affected or any agreement, option, understanding or commitment or any privilege granted by CMS to any other party to purchase or otherwise acquire the Regional Office Assets or result in the acceleration of or an increase in the interest rate payable under any indebtedness to which is a party other than indebtedness of CMS which does not relate to the Regional Office Assets or indebtedness which is to be discharged by CMS as of the Closing Date.
Validity and Conflicts. This Agreement is valid, binding and enforceable against Regency in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution of this Agreement and the consummation of the transactions contemplated herein have been approved by the Board of Directors of Regency and do not and will not result in a breach of the terms and conditions of nor constitute a default under or violation of the Articles of Incorporation or Bylaws of Regency, or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Regency is now a party or by which any of its assets may be bound or affected.
Validity and Conflicts. This Agreement and all Purchase Documents executed by a Seller are their valid and binding obligations, enforceable against each of them in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution of this Agreement and the consummation of the transactions contemplated in this Agreement in accordance with its terms have been approved by all necessary action of each Seller under its Charter Documents and do not and will not result in a breach of the terms and conditions of, nor constitute a default under or violation of, Sellers’ Charter Documents or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which a Seller is now a party or by which any of Sellers’ Assets may be bound or affected.
