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

Enforceability; Authority; No Conflict. This Agreement and any and all agreements, documents or instruments to which the State, through DOA and DHH, is a party and which are executed and delivered by the State pursuant to this Agreement constitute the legal, valid and binding obligations of the State, through DOA and DHH, enforceable against the State in accordance with its terms. • DOA and DHH have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and such other agreement, documents or instruments to which it is a party on behalf of the State and to perform obligations on behalf of the State under this Agreement and such other agreements, documents • Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions hereby will, directly or indirectly, with or without notice or lapse of time: • Breach any provision of any of the governing statutes or authorities of DHH or DOA; • To DHH’s or DOA’s Knowledge, give any Governmental Body or other person the right to validly challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Legal Requirement to which the State, DHH or DOA may be subject; • Contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the State, DHH or DOA; or • Cause BRFHH or BRF to become subject to, or to become liable for the payment of, any Liability of the State, DHH or DOA. • The State, through DHH and DOA, warrants that it will not take any action, fail to take any action, enter into any agreement or consummate any transaction that would prevent the State, DHH or DOA from performing the Contemplated Transactions or performing its obligations under this Agreement or any agreement delivered in connection with this Agreement or otherwise have a Material Adverse Effect on the Hospitals without the prior written consent of an authorized representative of BRFHH.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and any and all agreements, documents or instruments to which binding obligation of the State, through DOA DOA, enforceable against it in accordance with its terms. Upon the execution and DHHdelivery of any document or agreement to be executed in connection with this Agreement, is a party and which are executed and delivered by the State pursuant to this Agreement each such other agreement will constitute the legal, valid and binding obligations obligation of the State, through DOA and DHHDOA, enforceable against the State State, through DOA, in accordance with its terms. • DOA and DHH have has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and such other agreement, documents or instruments to which it is a party on behalf of the State and to perform its obligations on behalf of the State under this Agreement and such other agreements, documents • documents. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions hereby will, directly or indirectly, indirectly (with or without notice or lapse of time: • ): (i) Breach any provision of any of the applicable governing statutes or authorities of DHH or DOA; • authorities; (ii) To DHH’s or DOA’s Knowledge, give any Governmental Body or other person the right to validly challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Legal Requirement to which the State, DHH or DOA State may be subject; • ; (iii) Contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the State, DHH ; or (iv) Cause UMCMC or DOA; or • Cause BRFHH or BRF LCMC to become subject to, or to become liable for the payment of, any Liability of the State, DHH or DOA. • . (c) The State, through DHH and DOA, warrants that it will not take any action, fail to take any action, enter into any agreement or consummate any transaction that would prevent the State, DHH or DOA State from performing the Contemplated Transactions or performing its obligations under this Agreement or any agreement delivered in connection with this Agreement or otherwise have a Material Adverse Effect on the Hospitals Hospital without the prior written consent of an authorized representative of BRFHHUMCMC.

Enforceability; Authority; No Conflict. Subject to the approvals set forth on Schedule 8.2: (a) This Agreement and any and all agreements, documents or and instruments to which the State, through DOA and DHH, LSU is a party and which are executed and delivered by the State LSU pursuant to this Agreement constitute the legal, valid and binding obligations of the State, through DOA and DHHLSU, enforceable against the State LSU in accordance with its terms. • DOA and DHH have LSU has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and such other agreementagreements, documents or and instruments to which it is a party on behalf and such actions have been duly authorized by all necessary action by LSU’s Board of Supervisors. A copy of the State and to perform obligations on behalf of the State under this Agreement and such other agreements, documents • authorizing consent resolution or meeting minutes as certified by LSU’s board secretary is attached as Exhibit 8.2(a). (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions hereby will, directly or indirectly, with or without notice or lapse of time: • : (i) Breach any provision of any of the governing statutes or authorities of DHH or DOA; • To DHH’s or DOA’s Knowledge, give any Governmental Body or other person the right to validly challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Legal Requirement to which the State, DHH or DOA may be subject; • Contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held resolution adopted by the State, DHH or DOA; or • LSU Board of Supervisors; (ii) Cause BRFHH or BRF to become subject to, or to become liable for the payment of, any Liability of LSU; or (iii) Result in the LSUHSC-S GME Programs violating any rules, policies, procedures or accreditation requirements of ACGME or otherwise result in: (1) the LSUHSC-S GME Programs ceasing to be accredited by ACGME; (2) the LSUHSC-S GME Programs ceasing to be funded by the State, DHH ; or DOA. • The State, through DHH and DOA, (3) LSU ceasing to comply with or satisfy any CMS reimbursement requirements or regulations applicable to the LSUHSC-S GME Programs. (c) LSU warrants that it will not take any action, fail to take any action, enter into any agreement or consummate any transaction that would prevent the State, DHH or DOA LSU from performing the Contemplated Transactions or performing its obligations under this Agreement or any agreement agreement, document or instrument to which it is a party and which is executed and delivered in connection with this Agreement or otherwise have a Material Adverse Effect on materially and adversely affect the Hospitals or the LSUHSC-S GME Programs without the prior written consent of an authorized representative of BRFHH.