Common use of Authorization, Validity and Effect of Agreements Clause in Contracts

Authorization, Validity and Effect of Agreements. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) to which it is, or will become, a party, to perform its obligations hereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder and thereunder, subject to the approval of the Company Proposal by the Company’s stockholders. The execution, delivery and performance of this Agreement and the Related Documents and the consummation of the Merger and the other transactions contemplated hereunder and thereunder have been duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings by the Company are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated hereunder or under the Related Documents, except for the receipt of the Required Company Vote, receipt of Company Minority Approval and the filing of the Certificate of Merger pursuant to the DGCL and the IBCL. (b) This Agreement and each of the Related Documents to which the Company is a party have been or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub to the extent Parent or Merger Sub, as the case may be, is a party hereof and thereof, constitute or will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Authorization, Validity and Effect of Agreements. (a) The Company ▇▇▇▇▇▇ has the requisite corporate power and authority to execute and deliver this Agreement and all each other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) Transaction Agreement to which it is, or at the Effective Time will becomebe, a partyparty and, to perform its obligations hereunder upon receipt of the ▇▇▇▇▇▇ Stockholder Approval, the requisite power and thereunder and authority to consummate the Merger and all other transactions contemplated hereunder hereby and thereunder, subject to the approval of the Company Proposal by the Company’s stockholdersthereby. The execution, delivery and performance execution by ▇▇▇▇▇▇ of this Agreement and the Related Documents other Transaction Agreements to which it is, or at the Effective Time will be, a party, and the consummation by ▇▇▇▇▇▇ of the Merger and the other transactions contemplated hereunder hereby and thereunder thereby have been duly authorized by all requisite corporate action on behalf of the Company▇▇▇▇▇▇, and no other corporate proceedings by the Company are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated hereunder or under the Related Documents, except for than the receipt of the Required Company Vote, receipt of Company Minority Approval and the filing of the Certificate of Merger pursuant to the DGCL and the IBCL. (b) This Agreement and each of the Related Documents to which the Company is a party have been or will be ▇▇▇▇▇▇ Stockholder Approval. ▇▇▇▇▇▇ has duly executed and delivered by the Company and, assuming the due authorization, execution this Agreement and delivery hereof has duly executed and thereof by Parent delivered or will dully execute and Merger Sub deliver prior to the extent Parent Closing each of the other Transaction Agreements to which it is, or Merger Sub, as at the case may Effective Time will be, is a party hereof party. Assuming this Agreement and thereofeach other Transaction Agreement to which it is, constitute or at the Effective Time will be, a party, constitutes or will constitute the valid and legally binding obligations obligation of the Companyother parties hereto or thereto, this Agreement and each of the other Transaction Agreements to which ▇▇▇▇▇▇ is, or at the Effective Time will be, a party will constitute the valid and legally binding obligation of ▇▇▇▇▇▇, enforceable against the Company ▇▇▇▇▇▇ in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, fraudulent transfer or other Laws now or hereafter in effect similar laws relating to or affecting the creditors’ rights and remedies of creditors generally and to general principles of equity (regardless equity. Assuming the accuracy of whether enforceability is considered the representations and warranties set forth in a proceeding Section 6.21, ▇▇▇▇▇▇ has taken all action necessary to render the restrictions set forth in equity Section 203 of the DGCL, and any other applicable takeover law restricting or at Law)purporting to restrict business combinations, inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. (a) The Company Each of ▇▇▇▇▇▇ and NAM has the requisite corporate power and authority to execute and deliver this Agreement and all each other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) Transaction Agreement to which it is, or at the Effective Time will becomebe, a party, to perform its obligations hereunder and thereunder the requisite power and authority to consummate the Merger and all other transactions contemplated hereunder hereby and thereunder, subject to the approval of the Company Proposal by the Company’s stockholdersthereby. The execution, delivery execution by each of ▇▇▇▇▇▇ and performance NAM of this Agreement and the Related Documents other Transaction Agreements to which it is, or at the Effective Time will be, a party, and the consummation by each of ▇▇▇▇▇▇ and NAM of the Merger and the other transactions contemplated hereunder hereby and thereunder thereby have been duly authorized by all requisite corporate action on behalf of the Company, and no other corporate proceedings by the Company are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated hereunder or under the Related Documents, except for the receipt of the Required Company Vote, receipt of Company Minority Approval and the filing of the Certificate of Merger pursuant to the DGCL and the IBCL. (b) This Agreement and each of the Related Documents to which the Company is a party have been or will be them. Each of ▇▇▇▇▇▇ and NAM has duly executed and delivered by the Company and, assuming the due authorization, execution this Agreement and delivery hereof has duly executed and thereof by Parent delivered or will dully execute and Merger Sub deliver prior to the extent Parent Closing each of the other Transaction Agreements to which it is, or Merger Sub, as at the case may Effective Time will be, is a party hereof party. Assuming this Agreement and thereofeach other Transaction Agreement to which it is, constitute or at the Effective Time will be, a party, constitutes or will constitute the valid and legally binding obligations obligation of the Companyother parties hereto or thereto, this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, will constitute the valid and legally binding obligation of each of ▇▇▇▇▇▇ and NAM, enforceable against the Company ▇▇▇▇▇▇ and NAM in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, fraudulent transfer or other Laws now or hereafter in effect similar laws relating to or affecting the creditors’ rights and remedies of creditors generally and to general principles of equity (regardless equity. Assuming the accuracy of whether enforceability is considered the representations and warranties set forth in a proceeding Section 5.20, NAM has taken all action necessary to render the restrictions set forth in equity Section 203 of the DGCL, and any other applicable takeover law restricting or at Law)purporting to restrict business combinations, inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) to which it is, or will become, a party, to perform its obligations hereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder and thereunder, subject to the approval of the Company Proposal by the Company’s stockholders. The execution, delivery and performance of this Agreement and the Related Documents all agreements and documents contemplated hereby by such Party and the consummation by it of the Merger and the other transactions contemplated hereunder and thereunder hereby, have been duly and effectively authorized by all requisite necessary corporate action on behalf its part. The execution, delivery and performance of the Company, Agreement and no other corporate proceedings by the Company are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated hereunder or under the Related Documents, except for the receipt of the Required Company Vote, receipt of Company Minority Approval and the filing of the Certificate Plan of Merger pursuant to the DGCL and the IBCL. (b) This Agreement and each of the Related Documents to which the Company is a party have been by Newco UHS-1 or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub to the extent Parent or Merger SubNewco Q-1, as the case may be, is a party hereof and thereofthe consummation by it of the transactions contemplated thereby, constitute have been duly and effectively authorized by all necessary corporate action on its part. This Agreement, and the Agreement and Plan of Merger, constitute, and all agreements and documents contemplated hereby or thereby when executed and delivered pursuant hereto will constitute the valid and legally binding obligations of such Party or Newco UHS-1 or Newco Q-1, as the Companycase may be, enforceable against the Company in accordance with their its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance moratorium or other Laws similar laws of general application now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and except that remedies of creditors generally specific performance, injunction and other forms of equitable relief are subject to general principles certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought. Except as set forth on Schedule 2.2 hereto, the execution and delivery of this Agreement by such Party, and the execution and delivery of the Agreement and Plan of Merger by Newco UHS-1 or Newco Q-1 does not and the consummation of the transactions contemplated hereby and thereby will not, except to the extent the same would not have a material adverse effect on it: (regardless i) require the consent, approval or authorization of whether enforceability is considered any person, corporation, partnership, joint venture or other business association or any governmental, public authority or accrediting body; (ii) violate, with or without the giving of notice or the passage of time, or both, any provisions of law or statute or any rule, regulation, order, award, judgment, or decree of any court or governmental authority applicable to such Party or Newco UHS-1 or Newco Q-1; (iii) result in a proceeding in equity the breach or at Law).termination of any term or provision of,

Authorization, Validity and Effect of Agreements. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) to which it is, or will become, a party, to perform its obligations hereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder and thereunder, subject to the approval of the Company Proposal by the Company’s stockholders. The execution, delivery and performance of this Agreement and the Related Documents all agreements and documents contemplated hereby by Summ▇▇▇▇▇ ▇▇▇ the consummation by it of the Merger and the other transactions contemplated hereunder and thereunder hereby, have been duly and effectively authorized by all requisite corporate necessary partnership action on behalf its part. This Agreement constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto will constitute, the valid and legally binding obligations of Summ▇▇▇▇▇, ▇▇forceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect relating to the enforcement of creditors' rights generally and except that remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the Companycourt before which any proceeding therefor may be brought. Except as set forth on Schedule 2.2 hereto, and no other corporate proceedings by the Company are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger by Summ▇▇▇▇▇ ▇▇▇s not, and the other consummation of the transactions contemplated hereunder or under the Related Documentshereby will not, except for the receipt of the Required Company Vote, receipt of Company Minority Approval and the filing of the Certificate of Merger pursuant to the DGCL and the IBCL. (b) This Agreement and each of the Related Documents to which the Company is a party have been or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub to the extent Parent the same would not have a material adverse effect on it: (i) require the consent, approval or Merger Subauthorization of any person, as corporation, partnership, joint venture or other business association or any governmental, public authority or accrediting body; (ii) violate, with or without the case may begiving of notice or the passage of time, is or both, any provisions of law or statute or any rule, regulation, order, award, judgment, or decree of any court or governmental authority applicable to such Party;(iii) result in the breach or termination of any term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon any part of the property of Summ▇▇▇▇▇ ▇▇▇suant to any provision of, any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien, or other agreement or instrument to which Summ▇▇▇▇▇ ▇▇ a party hereof and thereofor by which it is bound, constitute or will constitute the valid and legally binding obligations violate any provision of the CompanyAgreement of Limited Partnership of Summ▇▇▇▇▇, enforceable against ▇▇ amended to the Company date of this Agreement; or (iv) result in accordance with their termsany suspension, revocation, impairment, forfeiture or nonrenewal of any License (as hereinafter defined) relating to the ownership and operation by Summ▇▇▇▇▇ ▇▇ health care facilities which are the subject of the transactions contemplated hereby, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws now or hereafter in effect relating to or affecting the rights and remedies Company obtaining new Licenses for its operation of creditors generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)the UHS Facilities.

Authorization, Validity and Effect of Agreements. (a) The Company has Parent Companies have the requisite corporate power and authority to own, lease and operate their respective properties and assets and to carry on their respective business as it is currently being conducted, and Parent and Merger Sub have the requisite corporate power and authority to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) Documents to which it is, or will become, is a party, to perform its their respective obligations hereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder and thereunder, subject to the approval of the Company Proposal by the Company’s stockholders. The execution, delivery and performance of this Agreement and the Related Documents and the consummation of the Merger and the other transactions contemplated hereunder and thereunder have been duly authorized by all requisite corporate action on behalf of the CompanyParent and Merger Sub, and no other corporate proceedings by the Company Parent and Merger Sub or are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated hereunder or under the Related Documents, Documents except for the receipt approval and adoption of the Required Company Votethis Agreement by Parent’s stockholders, receipt of Company Minority Approval and the filing of the Certificate of Merger pursuant to the DGCL Delaware Law and the IBCLGovernmental Authority applications and approvals described in Section 5.8. (b) Under Delaware Law, the Required Parent Vote is the only vote of the holders of any class or series of Equity Interests of Parent necessary to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby. (c) This Agreement and each of the Related Documents to which the Company Parent is a party have has been or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub to the extent Parent or Merger Sub, as the case may be, is a party hereof and thereof, constitute or will constitute constitutes the valid and legally binding obligations obligation of the CompanyParent, enforceable against the Company Parent in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). This Agreement and each Related Document to which Parent and/or Merger Sub is a party has been duly executed or will be duly executed and delivered by Parent and/or Merger Sub by duly authorized officers of Parent and/or Merger Sub, as applicable. Parent has taken all action necessary to render the restrictions set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. (a) The Company Each of Parent, RV and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) Ancillary Agreements to which it is, or will become, is a party, to perform its obligations hereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder hereby and thereunder, subject to the approval of the Company Proposal by the Company’s stockholdersthereby. The executionexecution and delivery by each of Parent, delivery RV and performance Merger Sub of this Agreement and the Related Documents Ancillary Agreements to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by it of the Merger and the other transactions contemplated hereunder hereby and thereunder thereby have been duly and validly authorized by all requisite corporate action on behalf the Board of Directors of Parent or by the Companyshareholder or shareholders of RV and Merger Sub, as the case may be, and no other corporate proceedings by on the Company part of Parent, RV or Merger Sub are necessary to authorize this Agreement or the Ancillary Agreements (to which any of them is a party), to perform the obligations hereunder or thereunder or to consummate the transactions contemplated hereby or thereby. This Agreement and, upon execution as contemplated herein, each Ancillary Agreement to which Parent, RV or Merger Sub is a party, has been duly and validly executed and delivered by Parent, RV and/or Merger Sub, as the case may be, and (assuming due execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated hereunder or under the Related Documents, except for the receipt of the Required Company Vote, receipt of Company Minority Approval and the filing of the Certificate of Merger pursuant to the DGCL and the IBCL. (b) This Agreement and each of the Related Documents to which Ancillary Agreements by each other party hereto and thereto), constitutes the Company is a party have been or will be duly executed valid and delivered by the Company andbinding obligation of Parent, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub to the extent Parent RV or Merger Sub, as the case may be, is a party hereof and thereof, constitute or will constitute the valid and legally binding obligations of the Company, enforceable against Parent, RV or Merger Sub, as the Company case may be, in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Authorization, Validity and Effect of Agreements. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) to which it is, or will become, a party, to perform its obligations hereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder and thereunder, subject to the approval of the Company Proposal by the Company’s stockholders. The execution, delivery and performance of this Agreement and the Related Documents all agreements and documents contemplated hereby by such Party and the consummation by it of the Merger and the other transactions contemplated hereunder and thereunder hereby, have been duly and effectively authorized by all requisite necessary corporate action on behalf its part. The execution, delivery and performance of the Company, Agreement and no other corporate proceedings by the Company are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated hereunder or under the Related Documents, except for the receipt of the Required Company Vote, receipt of Company Minority Approval and the filing of the Certificate Plan of Merger pursuant to the DGCL and the IBCL. (b) This Agreement and each of the Related Documents to which the Company is a party have been by Newco UHS-1 or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub to the extent Parent or Merger SubNewco Q-1, as the case may be, is a party hereof and thereofthe consummation by it of the transactions contemplated thereby, constitute have been duly and effectively authorized by all necessary corporate action on its part. This Agreement, and the Agreement and Plan of Merger, constitute, and all agreements and documents contemplated hereby or thereby when executed and delivered pursuant hereto will constitute the valid and legally binding obligations of such Party or Newco UHS-1 or Newco Q-1, as the Companycase may be, enforceable against the Company in accordance with their its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance moratorium or other Laws similar laws of general application now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and except that remedies of creditors generally specific performance, injunction and other forms of equitable relief are subject to general principles certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought. Except as set forth on Schedule 2.2 hereto, the execution and ------------ delivery of this Agreement by such Party, and the execution and delivery of the Agreement and Plan of Merger by Newco UHS-1 or Newco Q-1 does not and the consummation of the transactions contemplated hereby and thereby will not, except to the extent the same would not have a material adverse effect on it: (regardless i) require the consent, approval or authorization of any person, corporation, partnership, joint venture or other business association or any governmental, public authority or accrediting body; (ii) violate, with or without the giving of notice or the passage of time, or both, any provisions of law or statute or any rule, regulation, order, award, judgment, or decree of any court or governmental authority applicable to such Party or Newco UHS-1 or Newco Q-1; (iii) result in the breach or termination of any term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether enforceability after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon any part of the property of such Party or Newco UHS-1 or ▇▇▇▇▇ ▇-▇ pursuant to any provision of, any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien, or other agreement or instrument to which such Party or Newco UHS-1 or ▇▇▇▇▇ ▇-▇ is considered a party or by which it is bound, or violate any provision of the Bylaws or Articles of Incorporation of such Party, or the Certificate of Formation or Limited Liability Company Agreement of Newco UHS-1 or Newco Q-1 as amended to the date of this Agreement; or (iv) result in a proceeding in equity any suspension, revocation, impairment, forfeiture or at Law)nonrenewal of any License (as hereinafter defined) relating to the ownership and operation by such Party of health care facilities which are the subject of the transactions contemplated hereby, subject to the Company obtaining new Licenses for its operation of the Facilities.

Authorization, Validity and Effect of Agreements. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) to which it is, or will become, a party, to perform its obligations hereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder and thereunder, subject to the approval of the Company Proposal by the Company’s stockholders. The execution, delivery and performance of this Agreement and the Related Documents all agreements and documents contemplated hereby by Desert Springs and the consummation by it of the Merger and the other transactions contemplated hereunder and thereunder hereby, have been duly and effectively authorized by all requisite necessary corporate action on behalf its part. This Agreement constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto will constitute, the valid and legally binding obligations of Desert Springs, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect relating to the enforcement of creditors' rights generally and except that remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the Companycourt before which any proceeding therefor may be brought. Except as set forth on Schedule 3.2 ------------ hereto, and no other corporate proceedings by the Company are necessary to authorize the execution and delivery of this Agreement by Desert Springs does not, and the consummation of the transactions contemplated hereby will not, except to the extent the same would not have a material adverse effect on it: (i) require the consent, approval or authorization of any person, corporation, partnership, joint venture or other business association or any governmental, public authority or accrediting body; (ii) violate, with or without the giving of notice or the Related Documents passage of time, or both, any provisions of law or statute or any rule, regulation, order, award, judgment, or decree of any court or governmental authority applicable to consummate such Party; or (iii) result in the Merger and breach or termination of any term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other transactions contemplated hereunder or under the Related Documents, except for the receipt encumbrance upon any part of the Required Company Vote, receipt property of Company Minority Approval and the filing of the Certificate of Merger Desert Springs pursuant to the DGCL and the IBCL. (b) This Agreement and each of the Related Documents any provision of, any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien, or other agreement or instrument to which the Company Desert Springs is a party have been or will be duly executed and delivered by which it is bound, or violate any provision of the Company andArticles of Incorporation or Bylaws of Desert Springs, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub as amended to the extent Parent or Merger Sub, as the case may be, is a party hereof and thereof, constitute or will constitute the valid and legally binding obligations date of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)this Agreement.

Authorization, Validity and Effect of Agreements. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) to which it is, or will become, a party, to perform its obligations hereunder and thereunder and to consummate the Merger and all other transactions contemplated hereunder and thereunder, subject to the approval of the Company Proposal by the Company’s stockholders. The execution, delivery and performance of this Agreement and the Related Documents all agreements and documents contemplated hereby by such Party and the consummation by it of the Merger and the other transactions contemplated hereunder and thereunder hereby, have been duly and effectively authorized by all requisite necessary corporate action on behalf its part. The execution, delivery and performance of the Company, Agreement and no other corporate proceedings by the Company are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated hereunder or under the Related Documents, except for the receipt of the Required Company Vote, receipt of Company Minority Approval and the filing of the Certificate Plan of Merger pursuant to the DGCL and the IBCL. (b) This Agreement and each of the Related Documents to which the Company is a party have been by Newco UHS-1 or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub to the extent Parent or Merger SubNewco Q-1, as the case may be, is a party hereof and thereofthe consummation by it of the transactions contemplated thereby, constitute have been duly and effectively authorized by all necessary corporate action on its part. This Agreement, and the Agreement and Plan of Merger, constitute, and all agreements and documents contemplated hereby or thereby when executed and delivered pursuant hereto will constitute the valid and legally binding obligations of such Party or Newco UHS-1 or Newco Q-1, as the Companycase may be, enforceable against the Company in accordance with their its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance moratorium or other Laws similar laws of general application now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and except that remedies of creditors generally specific performance, injunction and other forms of equitable relief are subject to general principles certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought. Except as set forth on Schedule 2.2 hereto, the execution and ------------ delivery of this Agreement by such Party, and the execution and delivery of the Agreement and Plan of Merger by Newco UHS-1 or Newco Q-1 does not and the consummation of the transactions contemplated hereby and thereby will not, except to the extent the same would not have a material adverse effect on it: (regardless i) require the consent, approval or authorization of whether enforceability is considered in a proceeding in equity any person, corporation, partnership, joint venture or at Law).other business association or any governmental, public authority or accrediting body; (ii) violate, with or without the giving of notice or the passage of time, or both, any provisions of law or statute or any rule, regulation, order, award, judgment, or decree of any court or governmental authority applicable to such Party or Newco UHS-1 or Newco Q-1;

Authorization, Validity and Effect of Agreements. (a) The Company Kimco has the requisite corporate power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement and all other agreements, instruments, certificates and documents contemplated hereunder (collectively, the “Related Documents”) ancillary agreements to which it is, or will become, is a party, . Merger Sub has the requisite limited liability company power and authority to perform its obligations hereunder and thereunder enter into the transactions contemplated hereby and to consummate the Merger execute and all other transactions contemplated hereunder and thereunder, subject to the approval of the Company Proposal by the Company’s stockholders. The execution, delivery and performance of deliver this Agreement and the Related Documents Table of Contents ancillary agreements to which it is a party. The Board of Directors of Kimco and the trustees of Merger Sub have taken all necessary action to approve the consummation of the transactions contemplated by this Agreement. The execution by Kimco of this Agreement, the ancillary agreements and the consummation of the Merger transactions contemplated by this Agreement and the other transactions contemplated hereunder and thereunder ancillary agreements have been duly authorized by all requisite corporate action on behalf the part of Kimco. The execution by Merger Sub of this Agreement, the ancillary agreements and the consummation of the Companytransactions contemplated by this Agreement and the ancillary agreements have been duly authorized by all requisite real estate investment trust action on the part of Merger Sub. This Agreement constitutes, and no other corporate proceedings by the Company are necessary to authorize the execution and delivery of this Agreement or the Related Documents or to consummate the Merger and the other transactions contemplated hereunder or under the Related Documents, except for the receipt of the Required Company Vote, receipt of Company Minority Approval and the filing of the Certificate of Merger pursuant to the DGCL and the IBCL. (b) This Agreement and each of the Related Documents ancillary agreements to which the Company is a party have been or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub to the extent Parent Kimco or Merger Sub, as the case may be, is will become a party hereof (when executed and thereofdelivered pursuant hereto) will constitute, constitute or will constitute the valid and legally binding obligations of each of Kimco and Merger Sub, as the Companycase may be, enforceable against the Company in accordance with their terms, subject to applicable respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium, fraudulent conveyance or other Laws now or hereafter in effect similar laws relating to or affecting the creditors’ rights and remedies of creditors generally and to by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)equity.