Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Newco, enforceable against it in accordance with its terms subject only to (i) applicable bankruptcy, reorganization, insolvency, moratorium, and other laws affecting creditor’s rights generally, and (ii) limitation on the enforcement of equitable remedies. Upon the execution and delivery by Newco of any Related Agreement, each Related Agreement will constitute the legal, valid and binding obligation of Newco, enforceable against it in accordance with its terms subject only to (i) applicable bankruptcy, reorganization, insolvency, moratorium, and other laws affecting creditor’s rights generally, and (ii) limitation on the enforcement of equitable remedies. Newco has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and such Related Agreements to which it is a party and to perform its obligations under this Agreement and such Related Agreements, and such action has been duly authorized by all necessary action by LCMC’s Board of Trustees on behalf of LCMC as the sole member of Newco. A copy of the authorizing consent resolution or certified meeting minutes is attached as Exhibit K. (b) Neither the execution and delivery of this Agreement or the Related Agreements by Newco, nor the consummation or performance of the actions contemplated by this Agreement or any of the Related Agreements by Newco will, directly or indirectly (with or without notice or lapse of time) (i) breach any provision of any of the Governing Documents of Newco; (ii) breach any resolution adopted by Newco’s Board of Managers then in effect; or (iii) breach or, to Newco’s Knowledge, give any Governmental Body or other person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Legal Requirement to which Newco may be subject; provided that all Permits are obtained by LCMC prior to or at Closing as set forth on Schedule 6.2(b)(ii).

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of NewcoUMCMC, enforceable against it in accordance with its terms subject only as to (i) enforcement of remedies to the discretion of courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium, moratorium and other similar laws affecting creditor’s the rights of creditors generally, and (ii) limitation on the enforcement of equitable remedies. Upon the execution and delivery by Newco UMCMC of any Related the Master Hospital Lease, Equipment Lease, Right of Use Agreement and Member Substitution Agreement (each, an “Ancillary Agreement”), each Related such Ancillary Agreement will constitute the legal, valid and binding obligation of NewcoUMCMC, enforceable against it in accordance with its terms subject only as to (i) enforcement of remedies to the discretion of courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium, moratorium and other similar laws affecting creditor’s the rights of creditors generally, and (ii) limitation on the enforcement of equitable remedies. Newco UMCMC has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and such Related Agreements to which it is a party and to perform its obligations under this Agreement and such Related Agreementseach Ancillary Agreement, and such action has been duly authorized by all necessary action by LCMCUMCMC’s Board of Trustees on behalf of LCMC as the sole member of NewcoDirectors and members. A copy of the authorizing consent resolution resolutions or certified meeting minutes is are attached as Exhibit K.12.2(a). (b) Neither the execution and delivery of this Agreement or the Related Agreements by Newco, nor the consummation or performance of the actions contemplated by this Agreement or any of the Related Agreements by Newco willAncillary Agreements, directly or indirectly (with or without notice or lapse of time) ): (i) will breach (A) any provision of any of the Governing Documents governing documents of Newco; UMCMC, as amended or restated, or (iiB) breach any resolution adopted by NewcoUMCMC’s Board of Managers then Directors; (ii) will contravene, conflict with or result in effect; a violation or (iii) breach orof any of the terms or requirements of, to Newco’s Knowledge, or give any Governmental Body or other person the right to challenge revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by UMCMC; (iii) will result in the creation of the Contemplated Transactionsany lien, charge, or encumbrance of any kind against UMCMC’s assets except as contemplated therein or the acceleration of any indebtedness or other obligation of UMCMC; (iv) are prohibited by, materially violate or conflict with any provision of, and constitute a default under or a breach of (x) any judgment, decree, order, regulation or rule of any court or regulatory authority applicable to exercise any remedy or obtain any relief underUMCMC, any Legal Requirement to which Newco may be subject; provided that all Permits are obtained by LCMC prior to or at Closing as set forth on Schedule 6.2(b)(ii).or

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Newcoeach of LCMC and Children’s, as applicable, enforceable against it each such Party in accordance with its terms subject only to (i) applicable bankruptcy, reorganization, insolvency, moratorium, and other laws affecting creditor’s rights generally, and (ii) limitation on the enforcement of equitable remedies. Upon the execution and delivery by Newco LCMC of any Related Agreement, each Related Agreement will constitute the legal, valid and binding obligation of Newco, LCMC enforceable against it in accordance with its terms subject only to (i) applicable bankruptcy, reorganization, insolvency, moratorium, and other laws affecting creditor’s rights generally, and (ii) limitation on the enforcement of equitable remedies. Newco Each of LCMC and Children’s has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and and, with respect to LCMC, such Related Agreements to which it is a party and to perform its obligations under this Agreement and and, with respect to LCMC, such Related Agreements, and such action has been duly authorized by all necessary action by LCMC’s Board of Trustees on behalf and Children’s Board of LCMC Directors, as the sole member of Newcoapplicable. A copy of the authorizing consent resolution or certified meeting minutes for each of LCMC and Children’s is attached as Exhibit K. (b) Neither the execution and delivery of this Agreement or the Related Agreements by NewcoLCMC or Children’s, nor the consummation or performance of the actions contemplated by this Agreement or any of the Related Agreements by Newco willLCMC or Children’s, will directly or indirectly (with or without notice or lapse of time) breach (i) breach any provision of any of the Governing Documents of Newco; LCMC or Children’s, (ii) breach any resolution adopted by NewcoLCMC’s Board of Managers Trustees then in effect; , or (iii) breach or, to Newcoany resolution adopted by Children’s Knowledge, give any Governmental Body or other person the right to challenge any Board of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Legal Requirement to which Newco may be subject; provided that all Permits are obtained by LCMC prior to or at Closing as set forth on Schedule 6.2(b)(ii)Directors then in effect.