Common use of Validity of Actions Clause in Contracts

Validity of Actions. It is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the authority to carry on its business as currently conducted, and is qualified to do business in all jurisdictions in which such qualification is necessary. It has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement and each of the documents provided for in it to be delivered as part of this transaction, have been duly executed and have or will be delivered pursuant to all appropriate corporate authorization on its behalf and is, or will be, its legal, valid and binding obligation and is enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement or creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The execution and delivery of this Agreement, and each of the documents to be executed and delivered by it pursuant to its terms, and the consummation of the transactions contemplated by them will not violate any provision of its Certificate of Incorporation, and all amendments thereto, or Bylaws or, violate, conflict with or result in any breach of any of the terms, provisions of or conditions of, or constitute a default or cause acceleration of any indebtedness under, any indenture, agreement or instrument to which it is a party or by which it or its assets may be bound, or, upon filing the Plan of Merger with the appropriate governmental instrumentality, cause a breach of any applicable law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality. The Certificate of Incorporation and Bylaws of LungCheck, as presently in effect, are attached to as Schedule 2.2 to the Disclosure Schedule delivered to BCAM and LungCheck Health simultaneously with the execution and delivery of this Agreement (the "LungCheck Disclosure Schedule").

Validity of Actions. It is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the authority to carry on its business as currently conducted, and is qualified to do business in all jurisdictions in which such qualification is necessary. It has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement and each of the documents provided for in it to be delivered as part of this transaction, have been duly executed and have or will be delivered pursuant to all appropriate corporate authorization on its behalf and is, or will be, its legal, valid and binding obligation and is enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement or creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The execution and delivery of this Agreement, and each of the documents to be executed and delivered by it EMI and Acquisition pursuant to its terms, and the consummation of the transactions contemplated by them will not violate any provision of its Certificate their respective Certificates of Incorporation, and all amendments thereto, or Bylaws or, violate, conflict with or result in any breach of any of the terms, provisions of or conditions of, or constitute a default or cause acceleration of any indebtedness under, any indenture, agreement or instrument to which it is a party or by which it or its assets may be bound, or, upon filing the Plan of Merger with the appropriate governmental instrumentality, cause a breach of any applicable law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality. The Certificate of Incorporation and Bylaws of LungCheck, as presently in effect, are attached to as Schedule 2.2 to the Disclosure Schedule delivered to BCAM and LungCheck Health simultaneously with the execution and delivery of this Agreement (the "LungCheck Disclosure Schedule").

Validity of Actions. It is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the authority to carry on its business as currently conducted, and is qualified to do business in all jurisdictions in which such qualification is necessary. It has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement and each of the documents provided for in it to be delivered as part of this transaction, have been duly executed and have or will be delivered pursuant to all appropriate corporate authorization on its behalf and is, or will be, its legal, valid and binding obligation and is enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, merger, moratorium or similar laws affecting the enforcement or creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The execution and delivery of this Agreement, and each of the documents to be executed and delivered by it pursuant to its terms, and the consummation of the transactions contemplated by them will not violate any provision of its Certificate of Incorporation, and all amendments thereto, or Bylaws or, violate, conflict with or result in any breach of any of the terms, provisions of or conditions of, or constitute a default or cause acceleration of any indebtedness under, any indenture, agreement or instrument to which it is a party or by which it or its assets may be bound, or, upon filing the Plan of Merger with the appropriate governmental instrumentality, cause a breach of 2 any applicable law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality. The Certificate of Incorporation and Bylaws of LungCheck, as presently in effect, are attached to as Schedule 2.2 to the Disclosure Schedule delivered to BCAM and LungCheck Health simultaneously with the execution and delivery of this Agreement (the "LungCheck Disclosure Schedule")2.2.

Validity of Actions. It is duly organized, validly existing and in good standing under the laws of the State of Delaware New York and has the authority to carry on its business as currently conducted, and is qualified to do business in all jurisdictions in which such qualification is necessary. It has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement and each of the documents provided for in it to be delivered as part of this transaction, have been duly executed and have or will be delivered pursuant to all appropriate corporate authorization on its behalf and is, or will be, its legal, valid and binding obligation and is enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, merger, moratorium or similar laws affecting the enforcement or creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The execution and delivery of this Agreement, and each of the documents to be executed and delivered by it pursuant to its terms, and the consummation of the transactions contemplated by them will not violate any provision of its Certificate of Incorporation, and all amendments thereto, or Bylaws or, violate, conflict with or result in any breach of any of the terms, provisions of or conditions of, or constitute a default or cause acceleration of any indebtedness under, any indenture, agreement or instrument to which it is a party or by which it or its assets may be bound, or, upon filing the Plan of Merger with the appropriate governmental instrumentality, cause a breach of any applicable law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality. The Certificate of Incorporation and Bylaws of LungCheckBCAM, as presently in effect, are attached to as Schedule 2.2 3.2 to the Disclosure Schedule Memorandum delivered to BCAM and LungCheck Health simultaneously with the execution and delivery of this Agreement (the "LungCheck BCAM Disclosure Schedule").

Validity of Actions. It is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the authority to carry on its business as currently conducted, and is qualified to do business in all jurisdictions in which such qualification is necessary. It has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement and each of the documents provided for in it to be delivered as part of this transaction, have been duly executed and have or will be delivered pursuant to all appropriate corporate authorization on its behalf and is, or will be, its legal, valid and binding obligation and is enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement or creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The execution and delivery of this Agreement, and each of the documents to be executed and delivered by it pursuant to its terms, and the consummation of the transactions contemplated by them will not violate any provision of its Certificate Articles of Incorporation, and all amendments thereto, or Bylaws or, violate, conflict with or result in any breach of any of the terms, provisions of or conditions of, or constitute a default or cause acceleration of any indebtedness under, any indenture, agreement or instrument to which it is a party or by which it or its assets may be bound, or, upon filing the Plan of Merger with the appropriate governmental instrumentality, cause a breach of any applicable law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality. The Certificate of Incorporation and Bylaws of LungCheck, as presently in effect, are attached to as Schedule 2.2 to the Disclosure Schedule delivered to BCAM and LungCheck Health simultaneously with the execution and delivery of this Agreement (the "LungCheck Disclosure Schedule").

Validity of Actions. It Management (i) is duly organized, validly existing and in good standing under the laws of the State state of Delaware its organization, (ii) has all requisite corporate and has the authority other appropriate authorization to own, operate and lease its properties and to carry on its business as in the manner in which it is currently conductedoperated, and (iii) is qualified to do business in all jurisdictions in which such qualification is necessary. It necessary for the operation of the Schools, other than those jurisdictions where the failure to so qualify would not have a material adverse effect upon the Schools' assets or operations, and (iv) has full power and authority to enter into this Agreement Agreement, and the Plan of Merger, and to carry out all acts contemplated by itthem. This Agreement and each of the documents provided for in it to be delivered as part of this transaction, have has been duly executed and have or will be delivered pursuant to on behalf of Management, has received all appropriate necessary corporate authorization on its behalf and is, or will be, its is a legal, valid and binding obligation and is of Management, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement or creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The execution and delivery of Entering into this Agreement, and each of the documents to be executed and delivered by it pursuant to its terms, Agreement and the consummation of the transactions contemplated by them it will not (i) violate any provision of its Certificate the Articles of Incorporation, and all amendments thereto, Incorporation or Bylaws or, violate, of Management or (ii) conflict with or result in any breach in any material respect of any of the terms, provisions of or conditions of, or constitute a default or cause acceleration of any indebtedness under, any indenture, material agreement or instrument to which it Management is a party or by which it or its assets may be are bound, or, upon filing the Plan of Merger with the appropriate governmental instrumentality, or (iii) cause a breach of any applicable law or law, governmental regulation, or any applicable order, judgment, writ, award, injunction or other decree of any court or governmental instrumentalityagency. The Certificate Articles of Incorporation Incorporation, all amendments to it as of the date hereof and the Bylaws of LungCheckManagement, as presently in effect, are attached and the general partnership agreement of the Partnership have previously been delivered to EMI and Acquisition as Schedule 2.2 to part of the Disclosure Schedule delivered to BCAM and LungCheck Health simultaneously with the execution and delivery of this Agreement (the "LungCheck Disclosure Schedule")Memorandum.