Common use of Authority Relative to Clause in Contracts

Authority Relative to. This Agreement. Vitalink has full corporate power and authority to execute and deliver this Agreement and, upon obtaining the approval of a majority of the outstanding shares of Vitalink Common Stock through the Stockholder Approval to consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Vitalink and no other corporate proceedings on the part of Vitalink are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the Amendment and the issuance of the additional Vitalink Common Stock at the Effective Time, the approval of a majority of the outstanding shares of Vitalink Common Stock). This Agreement has been duly and validly executed and delivered by Vitalink and, assuming the due authorization, execution and delivery hereof by GranCare, constitutes a valid and binding agreement of Vitalink, enforceable against Vitalink in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable principles.