AUTHORIZED BY, AND NO OTHER CORPORATE PROCEEDINGS ON THE PART OF, EACH
SELLER AND MDL GROUP COMPANY ARE NECESSARY TO AUTHORIZE THE EXECUTION AND
DELIVERY BY SUCH SELLER OR MDL GROUP COMPANY OF THIS AGREEMENT OR THE COLLATERAL
AGREEMENTS AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY.
THIS AGREEMENT HAS BEEN (AND THE COLLATERAL AGREEMENTS WILL BE)
DULY EXECUTED AND DELIVERED BY EACH SELLER AND MDL GROUP COMPANY THAT IS A PARTY
HERETO AND THERETO AND, ASSUMING DUE AND VALID AUTHORIZATION, EXECUTION AND
DELIVERY THEREOF BY BUYER, THIS AGREEMENT CONSTITUTES (AND THE COLLATERAL
AGREEMENTS, WHEN EXECUTED AND DELIVERED WILL CONSTITUTE) THE LEGAL, VALID AND
BINDING OBLIGATIONS OF EACH SELLER AND MDL GROUP COMPANY, AS APPLICABLE,
ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT THAT
(I) SUCH ENFORCEMENT MAY BE SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS, NOW OR HEREAFTER IN EFFECT,
AFFECTING CREDITORS' RIGHTS GENERALLY AND (II) THE REMEDY OF SPECIFIC
PERFORMANCE AND INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO
EQUITABLE DEFENSES AND TO THE DISCRETION OF THE COURT BEFORE WHICH ANY
PROCEEDING THEREFOR MAY BE BROUGHT.
SECTION 2.3
CONSENTS AND APPROVALS; NO VIOLATIONS.
NEITHER THE
EXECUTION, DELIVERY OR PERFORMANCE BY EACH SELLER OF THIS AGREEMENT, NOR THE
EXECUTION, DELIVERY OR PERFORMANCE BY EACH SELLER AND EACH MDL GROUP COMPANY OF
THE COLLATERAL AGREEMENTS TO WHICH IT IS A PARTY, NOR THE CONSUMMATION BY EACH
SELLER AND EACH MDL GROUP COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, AS APPLICABLE, WILL (I) VIOLATE ANY PROVISION OF THE ARTICLES OF
ORGANIZATION, BY-LAWS OR ANY OTHER ORGANIZATIONAL DOCUMENTS OF ANY SUCH SELLER
OR MDL GROUP COMPANY; (II) EXCEPT WITH RESPECT TO CONSENTS REQUIRED UNDER THE
CONTRACTS CONTAINED IN SCHEDULE 2.3, RESULT IN A VIOLATION OR BREACH OF, OR
CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT OR
GIVE RISE TO ANY RIGHT OF TERMINATION, CANCELLATION OR ACCELERATION UNDER, ANY
OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY MATERIAL CONTRACT OR LEASE; (III)
VIOLATE ANY MATERIAL ORDER, WRIT, JUDGMENT, INJUNCTION OR LAWS APPLICABLE TO ANY
SELLER OR MDL GROUP COMPANY; (IV) EXCEPT AS SET FORTH ON SCHEDULE 2.3 AND EXCEPT
FOR FILINGS PURSUANT TO THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF
1976, AS AMENDED (THE "HSR ACT"), REQUIRE ON THE PART OF ANY SELLER OR MDL GROUP
COMPANY ANY FILING OR REGISTRATION WITH, NOTIFICATION TO, OR AUTHORIZATION,
CONSENT OR APPROVAL OF, ANY TRANSNATIONAL, DOMESTIC OR FOREIGN FEDERAL, STATE OR
LOCAL, COURT, ARBITRATION, TRIBUNAL, COMMISSION, LEGISLATIVE, EXECUTIVE OR
REGULATORY AUTHORITY OR AGENCY (A "GOVERNMENTAL ENTITY"); OR (V) RESULT IN THE
CREATION OR IMPOSITION OF ANY ENCUMBRANCE ON ANY SHARES, ASSETS OR ADDITIONAL
ASSETS, EXCEPT FOR PERMITTED ENCUMBRANCES; OTHER THAN, IN THE CASE OF CLAUSE
(IV), ANY SUCH FILING OR REGISTRATION WITH, NOTIFICATION TO, OR AUTHORIZATION,
CONSENT OR APPROVAL OF, ANY GOVERNMENTAL ENTITY THAT WOULD NOT HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL EFFECT ON SELLERS OR THE MDL GROUP
COMPANIES.
SECTION 2.4
CAPITALIZATION; SUBSIDIARIES.