Common use of Organization and Standing; Subsidiaries Clause in Contracts

Organization and Standing; Subsidiaries. (i) Each of Seller, SPS Payment Systems, Inc. ("SPS Payment") and Hurley State Bank ("Hurley State Bank"; each of SPS Payment and Huxxxx Xtate Bank beinx xxxxrred to herein as a "Subsidiary" and cxxxxxxively as the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Seller and each of the Subsidiaries has all requisite corporate power and authority to carry on its respective business as presently conducted and to own, lease and operate its respective properties and assets as currently owned, leased and operated, and each is duly qualified to do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it, or where the nature of the business conducted by it, make such qualification necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect. (ii) Seller owns the Shares of the Subsidiaries free and clear of all security interests, liens, adverse claims, charges and encumbrances. Upon delivery to Purchaser at the Closing of certificates representing the Shares, duly endorsed by Seller for transfer to Purchaser, and upon Seller's receipt of the Purchase Price, Purchaser will acquire title to the Shares, free and clear of any "adverse claim" (as such term is defined in Section 8-102 of the New York Uniform Commercial Code), other than those arising from acts of Purchaser or its affiliates.

Organization and Standing; Subsidiaries. (ia) Each of Sellerthe Purchaser and its subsidiaries whose business or assets are material to Purchaser, SPS Payment Systemseither individually or on a consolidated basis (collectively, Inc. ("SPS Payment") and Hurley State Bank ("Hurley State Bank"; each of SPS Payment and Huxxxx Xtate Bank beinx xxxxrred to herein as a "Subsidiary" and cxxxxxxively as the "Purchaser Subsidiaries," and, together with the Purchaser, collectively "Sylvan") is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation. Seller its incorporation and each of the Subsidiaries has all requisite corporate power and authority to carry on its respective business as presently conducted and to own, lease and operate its respective properties and to carry on its businesses as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not, and reasonably could not be expected to, individually or in the aggregate, have a material adverse effect on the business, assets (whether tangible or intangible), financial condition, results of operations or business prospects ("Material Adverse Effect") of Sylvan. The Purchaser has heretofore delivered to the Company accurate and complete copies of the Purchaser's Certificate of Incorporation and By-Laws, as currently owned, leased and operatedin effect, and promptly will deliver to the Company accurate and complete copies of the Articles or Certificate of Incorporation and By-Laws, as currently in effect, of each of the Purchaser Subsidiaries. The Purchaser Disclosure Schedule includes a list of each of the Purchaser Subsidiaries. (b) Each of the Purchaser and the Purchaser Subsidiaries is duly qualified or licensed and in good standing to do business and is in good standing in each jurisdiction in which the properties property owned, leased or operated by it, it or where the nature of the business conducted by it, make it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualify duly qualified or be licensed and in good standing would not not, individually or in aggregate, have a Material Adverse EffectEffect on Sylvan. (ii) Seller owns the Shares of the Subsidiaries free and clear of all security interests, liens, adverse claims, charges and encumbrances. Upon delivery to Purchaser at the Closing of certificates representing the Shares, duly endorsed by Seller for transfer to Purchaser, and upon Seller's receipt of the Purchase Price, Purchaser will acquire title to the Shares, free and clear of any "adverse claim" (as such term is defined in Section 8-102 of the New York Uniform Commercial Code), other than those arising from acts of Purchaser or its affiliates.

Organization and Standing; Subsidiaries. (ia) Each of Sellerthe Purchaser and its subsidiaries whose business or assets are material to Purchaser, SPS Payment Systemseither individually or on a consolidated basis (collectively, Inc. ("SPS Payment") and Hurley State Bank ("Hurley State Bank"; each of SPS Payment and Huxxxx Xtate Bank beinx xxxxrred to herein as a "Subsidiary" and cxxxxxxively as the "Purchaser Subsidiaries," and, together with the Purchaser, collectively ") Purchaser"), is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation. Seller its incorporation and each of the Subsidiaries has all requisite corporate power and authority to carry on its respective business as presently conducted and to own, lease and operate its respective properties and assets to carry on its businesses as currently ownednow being conducted, leased except where the failure to be so organized, existing and operatedin good standing or to have such power and authority would not, and each reasonably could not be expected to, individually or in the aggregate, have a material adverse effect on the business, assets (whether tangible or intangible), financial condition, results of operations or business prospects ("Material Adverse Effect") of Purchaser or the transactions contemplated hereby. (b) Each of the Purchaser and the Purchaser Subsidiaries is duly qualified or licensed and in good standing to do business and is in good standing in each jurisdiction in which the properties property owned, leased or operated by it, it or where the nature of the business conducted by it, make it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualify duly qualified or be licensed and in good standing would not not, individually or in the aggregate, have a Material Adverse EffectEffect on Purchaser. (iic) Seller owns the Shares All issued and outstanding shares of capital stock of the Subsidiaries free Purchaser and clear of all security interests, liens, adverse claims, charges and encumbrances. Upon delivery to Purchaser at the Closing of certificates representing the Shares, duly endorsed by Seller for transfer to Purchaser, and upon Seller's receipt of the Purchase Price, Purchaser will acquire title to the SharesSubsidiaries have been duly and validly issued and are fully paid and non-assessable, free and clear of any "adverse claim" (as such term is defined in Section 8-102 of the New York Uniform Commercial Code), other than those arising from acts of Purchaser or its affiliatespreemptive rights.

Organization and Standing; Subsidiaries. (ia) Each of Sellerthe Purchaser and its subsidiaries whose business or assets are material to Purchaser, SPS Payment Systemseither individually or on a consolidated basis (collectively, Inc. ("SPS Payment") and Hurley State Bank ("Hurley State Bank"; each of SPS Payment and Huxxxx Xtate Bank beinx xxxxrred to herein as a "Subsidiary" and cxxxxxxively as the "Purchaser Subsidiaries," and, together with the Purchaser, collectively "Sylvan") is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation. Seller its incorporation and each of the Subsidiaries has all requisite corporate power and authority to carry on its respective business as presently conducted and to own, lease and operate its respective properties and assets to carry on its businesses as currently ownednow being conducted, leased except where the failure to be so organized, existing and operatedin good standing or to have such power and authority would not, and reasonably could not be expected to, individually or in the aggregate, have a material adverse effect on the business, assets (whether tangible or intangible), financial condition, results of operations or business prospects ("Material Adverse Effect") of Sylvan. The Purchaser Disclosure Schedule includes a list of each of the Purchaser Subsidiaries. (b) Each of the Purchasers and the Purchaser Subsidiaries is duly qualified or licensed and in good standing to do business and is in good standing in each jurisdiction in which the properties property owned, leased or operated by it, it or where the nature of the business conducted by it, make it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualify duly qualified or be licensed and in good standing would not not, individually or in the aggregate, have a Material Adverse EffectEffect on Sylvan. (iic) Seller owns the Shares All issued and outstanding shares of capital stock of the Subsidiaries free Sylvan Securities and clear of all security interests, liens, adverse claims, charges and encumbrances. Upon delivery to Purchaser at the Closing of certificates representing the Shares, duly endorsed by Seller for transfer to Purchaser, and upon Seller's receipt of the Purchase Price, Purchaser will acquire title to the SharesSubsidiaries have been duly and validly issued and are fully paid and non-assessable, free and clear of any "adverse claim" (as such term is defined in Section 8-102 of the New York Uniform Commercial Code), other than those arising from acts of Purchaser or its affiliatespreemptive rights.