POWER AND AUTHORITY FOR TRANSACTIONS. Company has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and Shareholders, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company and Shareholders, enforceable against Company and Shareholders 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 this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company 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 Company or any Shareholder is a party or by which Company or any Shareholder is bound, or violate any material restrictions of any kind to which Company is subject, or result in any lien or encumbrance on any of Company's assets or the 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 encumbrance on any of the Practice's assets.
POWER AND AUTHORITY FOR TRANSACTIONS. 3 2.3 PERMITS, LICENSES AND GOVERNMENTAL AUTHORIZATIONS . . . . . . . . . . . . 3 2.4 CONSENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.5
POWER AND AUTHORITY FOR TRANSACTIONS. 7 2.4 PERMITS, LICENSES AND GOVERNMENTAL AUTHORIZATIONS..........................................................8 2.5
POWER AND AUTHORITY FOR TRANSACTIONS. 3 2.3 Permits, Licenses and Governmental Authorizations . . . .
POWER AND AUTHORITY FOR TRANSACTIONS. (a) Seller has the power to execute, deliver and perform his or her obligations under this Agreement and all agreements and other documents executed and delivered by Seller pursuant to this Agreement, and has taken all action required by law, to authorize the execution, delivery and performance of this Agreement and such related documents.
(b) The execution and delivery of this Agreement, and the 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, violate any provisions of the Articles of Incorporation or Bylaws of the Corporation or any provisions of, or result in the acceleration of, any obligation under any material mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Practice, Corporation, PDI or Seller is a party or by which the Practice, Corporation, PDI or Seller
POWER AND AUTHORITY FOR TRANSACTIONS. There is no action required by law, the Company's Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents, except the approval of the Civil District Court in proceedings bearing number 96-13287 being the Succession of Tom X.
POWER AND AUTHORITY FOR TRANSACTIONS. The execution and delivery of this Agreement, and the agreements related hereto executed and delivered pursuant to this Agreement, do not, and subject to the receipt of consents to assignments of leases and other contracts where required, the consummation of the transactions contemplated hereby will not, violate any provision of the Articles of Incorporation or Bylaws of the Company or any provisions of, or result in the accelerations of, any obligation under any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company is a party or by which the Company is bound, or violate any material restrictions of any kind as to which the Company is subject.
POWER AND AUTHORITY FOR TRANSACTIONS. Seller has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Seller's stockholders have taken all necessary action to approve the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Seller, and constitute or will constitute the legal, valid and binding obligation of Seller, enforceable against Seller 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 this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on Exhibit 3.5, the consummation of the actions contemplated hereby will not, violate any provision of the Certificate of Incorporation or Bylaws of Seller 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 Seller is a party or by
POWER AND AUTHORITY FOR TRANSACTIONS. 5 2.3 PERMITS, LICENSES AND GOVERNMENTAL AUTHORIZATIONS.................5 2.4 CORPORATE AUTHORIZATIONS..........................................6 2.5 CONSENTS..........................................................6 2.6 SELLER'S FINANCIAL INFORMATION....................................6 2.7 LEASES............................................................6 2.8 CONDITION OF PURCHASED ASSETS.....................................7 2.9 TITLE TO AND ENCUMBRANCES ON PROPERTY.............................7 2.10
