Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. Each of Parent and Acquisition Corp. hereby represents and warrants to the Principal Shareholders that each of Parent and Acquisition Corp. has all requisite power and authority to execute and deliver this Agreement, to perform all of its obligations hereunder and otherwise to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by each of Parent and Acquisition Corp. This Agreement has been duly executed and delivered by each of Parent and Acquisition Corp. and, assuming this Agreement constitutes a valid and binding obligation of each Principal Shareholder, constitutes a valid and binding obligation of each of Parent and Acquisition Corp. enforceable against it in accordance with its terms. Other than in connection with or in compliance with the provisions of the Exchange Act or the HSR Act or the Healthcare Laws, neither the execution, delivery or performance of this Agreement by either Parent or Acquisition Corp., nor the consummation by either of them of the transactions contemplated hereby will (i) require any filing with, or permit, authorization, consent or approval of, any Governmental Authority, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default under, or give rise to any right of termination, amendment, cancellation or acceleration under, result in the creation of any material Lien upon a material portion of the properties or assets of Parent or Acquisition Corp., or (iii) violate, in any material respect, any Order or any Law applicable to either the Parent or Acquisition Corp. or any of their respective properties or assets.