Common use of Organization; Authority and Enforceability Clause in Contracts

Organization; Authority and Enforceability. (a) Each of the Selling Entities is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Each Subsidiary of the Company is duly incorporated, formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its respective incorporation, formation or organization. Each of the Selling Entities, the Company and each of the Company’s Subsidiaries has all necessary corporate or other organizational power and authority to carry on its business as now being conducted and to own, lease and use its properties and is duly qualified in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. The copies of the Organizational Documents of each of the Selling Entities, the Company and each of the Company’s Subsidiaries made available to Buyer are, in each case, true, correct and complete copies of such documents and reflect all amendments as in effect as of the date of this Agreement. (b) Each of the Selling Entities and the Company has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and thereby. The execution and delivery by each of the Selling Entities and the Company of this Agreement and the other Transaction Agreements to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by each Selling Entity and the Company of the Transaction and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Selling Entities and the Company, as applicable, and no further action on the part of each of the Selling Entities and the Company or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the execution and delivery of this Agreement and the other Transaction Agreement to which such Party is a party and the consummation of the transactions contemplated hereby and thereby. (c) This Agreement and each of the other Transaction Agreements to which the Selling Entities and/or the Company is or will be a party has been (or will be) duly and validly executed and delivered by each such Selling Entity and/or the Company, as applicable, and, assuming the due authorization, execution and delivery by Buyer, constitutes (or will constitute) a legal, valid and binding obligation each such Selling Entity and/or the Company, as applicable, enforceable against each such Selling Entity and/or the Company in accordance with its respective terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors, and to general principles of equity.

Organization; Authority and Enforceability. (a) Each of the Selling Entities Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Each Subsidiary of the Company is duly incorporated, formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its respective incorporationDelaware, formation or organization. Each of the Selling Entities, the Company and each of the Company’s Subsidiaries has all necessary requisite corporate or other organizational power and corporate authority to carry on its business as now being conducted and to own, lease and use its properties operate the Acquired Assets and conduct the Implant Activities, and is duly qualified to do business and is in each jurisdiction good standing as a foreign corporation in which it owns or leases property or conducts the State of Wisconsin. Seller is not in violation of any business so as to require such qualification. The copies of the Organizational Documents provisions of each its certificate of the Selling Entitiesincorporation or bylaws, the Company and each of the Company’s Subsidiaries made available except for such violations that would not be reasonably expected to Buyer are, in each case, true, correct and complete copies of such documents and reflect all amendments as in effect as of the date of this Agreementhave a Seller Material Adverse Effect. (b) Each of Seller has the Selling Entities and the Company has all necessary requisite corporate power and corporate authority to execute and deliver enter into this Agreement and the other Transaction Ancillary Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and thereby. The execution and delivery by each of the Selling Entities and the Company of this Agreement and the other Transaction Agreements to which it is or will be a partyAncillary Agreements, the performance of its obligations hereunder and thereunder and the consummation by each Selling Entity and the Company of the Transaction and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Selling Entities and the Company, as applicable, and no further action on the part of each of the Selling Entities and the Company or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the execution and delivery of this Agreement and the other Transaction Agreement to which such Party is a party and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of Seller. Seller has the right to license the Licensed Intellectual Property to Purchaser as set forth in the License Agreement. (c) This Agreement has been, and each of the other Transaction Agreements to which the Selling Entities and/or the Company is or will be a party has been (or Ancillary Agreement when executed and delivered will be) , duly and validly executed and delivered by each such Selling Entity and/or the Company, as applicableSeller, and, assuming the due authorization, execution and delivery by BuyerPurchaser, constitutes (constitutes, or will constitute) a legal, the valid and binding obligation each such Selling Entity and/or the Company, as applicable, of Seller enforceable against each such Selling Entity and/or the Company Seller in accordance with its respective their terms, subject in each case to except as such enforceability may be limited by bankruptcy, insolvency, reorganization moratorium or other similar Laws of general application laws affecting the or relating to creditors’ rights and remedies of creditorsgenerally, and is subject to general principles of equity. (d) The execution and delivery of this Agreement and each Ancillary Agreement, and the consummation of the transactions contemplated hereby and thereby, will not, (a) contravene, conflict with or result in any termination of or any new or additional limitations on Purchaser’s right, title or interest in or to any of the Acquired Intellectual Property or the Licensed Intellectual Property as a result of a written contract to which Seller is a party, (b) require Seller to grant to any Third-Party any right, option, or license with respect to any Acquired Intellectual Property, or (c) conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under (i) any provision of the certificate of incorporation or bylaws of Seller, (ii) any applicable law in any material respect, (iii) any Acquired Approval, (iv) any Acquired Contract, or (v) any other written contract, permit or order or decree of any Governmental Body applicable to Seller, except for such conflicts, violations, defaults, rights of termination, cancellation or acceleration, in the case of this subclauses (iii) and (v), that would not reasonably be expected to have a Seller Material Adverse Effect. (e) Except as set forth on Schedule 3.1(e), no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required by Seller in connection with the execution and delivery of this Agreement or the Ancillary Agreements, or the consummation of the transactions contemplated hereby or thereby.

Organization; Authority and Enforceability. (a) Each Such Purchaser (in the case of the Selling Entities Xxxx) is a corporation limited company and (in the case of Hankook Tire) is a corporation, in each case duly incorporated, organized and validly existing and in good standing under the Laws of the State of Delaware. The Company is a corporation duly incorporated, validly existing Korea and in good standing under the Laws of the State of Nevada. Each Subsidiary of the Company is duly incorporated, formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its respective incorporation, formation or organization. Each of the Selling Entities, the Company and each of the Company’s Subsidiaries has all necessary requisite corporate or other organizational power an authority to own, lease and authority operate its properties and to carry on its business as now being conducted and to own, lease and use its properties and conducted. Such Purchaser is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property or conducts any business so as to require such qualification. The copies of the Organizational Documents of each of the Selling Entities, the Company and each other jurisdiction in which the conduct of its business or the Company’s Subsidiaries made available ownership of its properties requires such qualification or authorization, except where the failure to Buyer arebe so qualified, authorized or in each casegood standing would not, trueindividually or in the aggregate, correct materially and complete copies adversely affect the ability of such documents Purchaser to carry out its obligations under, and reflect all amendments as in effect as of to consummate the date of transactions contemplated by, this Agreement. (b) Each of the Selling Entities and the Company Such Purchaser has all necessary corporate power and authority to execute enter into, execute, deliver and deliver this Agreement and the other Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and therebyunder this Agreement. The execution and delivery by each delivery, and performance of the Selling Entities and the Company of obligations under, this Agreement and the other Transaction Agreements to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by each Selling Entity and the Company of the Transaction and the other transactions contemplated hereby and thereby such Purchaser have been duly and validly authorized by all necessary corporate requisite action on the part of the Selling Entities and the Company, as applicablesuch Purchaser. This Agreement has been, and no further action on the part of each of the Selling Entities and the Company or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the execution and delivery of this Agreement and the other Transaction Agreement to which such Party is a party and the consummation of the transactions contemplated hereby and thereby. (c) This Agreement and each of the other Transaction Agreements to which the Selling Entities and/or the Company is or Purchaser Document will be a party has been (at or will be) prior to the Closing, duly and validly executed and delivered by each such Selling Entity and/or the Company, as applicable, Purchaser and, assuming the due authorization, execution and delivery by BuyerSeller and Visteon, constitutes (or this Agreement is, and each such Purchaser Document when executed and delivered will constitute) be, a legal, valid and binding obligation each of such Selling Entity and/or the Company, as applicablePurchaser, enforceable against each such Selling Entity and/or the Company it in accordance with its respective terms, subject in each case to except as may be limited by applicable bankruptcy, insolvency, reorganization or reorganization, moratorium, fraudulent conveyance and other similar Laws of general application affecting the rights and remedies enforcement of creditors, and to general principles of equity’ rights generally.

Organization; Authority and Enforceability. (a) Each of the Selling Entities is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Each Subsidiary of the Company is duly incorporated, formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its respective incorporation, formation or organization. Each of Delaware and has the Selling Entities, the Company and each of the Company’s Subsidiaries has all necessary requisite corporate or other organizational power and authority to carry on its business as now being conducted and to own, lease and use operate its assets and properties and to carry on the Business as currently conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its activities make such qualification or licensing necessary to the Business as currently conducted except where the failure to be so qualified or licensed, individually or in the aggregate, both (i) has not had and would not reasonably be expected to have a Material Adverse Effect and (ii) has not had and would not be reasonably expected to have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or any Ancillary Agreement to which it is a party or to consummate the Transactions and would not materially impede or delay or be reasonably expected to materially impede or delay the consummation of the Transactions. The Company has made available to the Purchaser a true and correct copy of its certificate of incorporation, as amended to date, and bylaws, as amended to date, each of which is in full force and effect on the date hereof (collectively, the “Charter Documents”). Except as set forth in Section 3.1(a)(i) of the Disclosure Schedule, the Board of Directors of the Company has not approved or proposed any amendments to the Charter Documents. Section 3.1(a)(ii) of the Disclosure Schedule lists the directors and officers of the Company. Section 3.1(a)(iii) of the Disclosure Schedule lists every state or foreign jurisdiction in which it owns the Company has employees or leases property facilities or conducts any otherwise has conducted material business so as to require such qualificationsince December 5, 2016. The copies Section 3.1(a)(iv) of the Organizational Documents Disclosure Schedule lists each predecessor entity of each of the Selling Entities, the Company and each of any other name under which the Company’s Subsidiaries made available to Buyer are, in each case, true, correct and complete copies of such documents and reflect all amendments as in effect as of the date of this AgreementCompany has previously operated. (b) Each of the Selling Entities and the The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Agreements any Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Transaction and the other transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance by each of the Selling Entities and the Company of this Agreement and the other Transaction Ancillary Agreements to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by each Selling Entity and the Company of the Transaction and the other transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by all necessary corporate action on the part of the Selling Entities and the Company, as applicable, and no further action on the part of each of the Selling Entities and the Company or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the execution and delivery of this . This Agreement and the other Transaction Agreement to which such Party is a party and the consummation of the transactions contemplated hereby and thereby. (c) This Agreement and each of the other Transaction Ancillary Agreements to which the Selling Entities and/or the Company is or will be a party has have been (or will be) duly and validly authorized, executed and delivered by each the Company and the obligations of the Company hereunder and thereunder are or will be, upon such Selling Entity and/or the Company, as applicable, and, execution and delivery (and assuming the due authorization, execution and delivery by Buyerthe other parties hereto and thereto), constitutes (or will constitute) a legalvalid, valid legally binding and binding obligation each such Selling Entity and/or the Company, as applicable, enforceable against each such Selling Entity and/or the Company in accordance with its their respective terms, subject in each case to except that such enforceability may be limited by bankruptcy, insolvency, reorganization moratorium or other similar Laws of general application laws affecting the or relating to creditors’ rights and remedies of creditorsgenerally, and is subject to general principles of equity.

Organization; Authority and Enforceability. (a) Each of the Selling Entities The Company is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the Laws of the State of DelawareConnecticut and has the requisite company power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted. The Company is duly qualified or licensed as a corporation foreign company to do business, and is in good standing, in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its activities make such qualification or licensing necessary to the business of the Company as currently conducted except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has made available to the Purchaser a true and correct copy of each of its Organizational Documents. Section 3.1(a)(i) of the Disclosure Schedule lists the respective directors, managers, members and officers of the Company, as well as any Person with signing authority for the Company. Section 3.1(a)(ii) of the Disclosure Schedule lists, by legal entity, every state or foreign jurisdiction in which the Company has employees or facilities or otherwise is required to register to conduct business . (b) The Seller Entity is a limited liability company duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Nevada. Each Subsidiary of Connecticut and has the Company is duly incorporated, formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its respective incorporation, formation or organization. Each of the Selling Entities, the Company and each of the Company’s Subsidiaries has all necessary corporate or other organizational requisite company power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted and to own, lease and use its properties and is duly qualified in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualificationcurrently conducted. The copies Seller Entity was formed solely for purposes of entering into this Agreement and consummating the Transactions, and the Seller Entity has not engaged in any other business. No assets previously owned by the Company have been transferred or assigned to the Seller Entity, and the Seller Entity does not own any assets related to the business of the Organizational Documents Company as currently conducted or planned to be conducted. The Seller Entity has made available to the Purchaser a true and correct copy of each of the Selling Entities, the Company and each of the Company’s Subsidiaries made available to Buyer are, in each case, true, correct and complete copies of such documents and reflect all amendments as in effect as of the date of this Agreementits Organizational Documents. (bc) Each of the Selling Entities and the The Company has all necessary corporate requisite power and authority to execute enter into this Agreement and deliver any Ancillary Agreement to which it is a party and to consummate the Transactions. The execution, delivery and performance of this Agreement and the other Transaction Ancillary Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and thereby. The execution and delivery by each of the Selling Entities and the Company of this Agreement and the other Transaction Agreements to which it is or will be a party, the performance of its obligations hereunder and thereunder party and the consummation by each Selling Entity and the Company of the Transaction and Transactions by the other transactions contemplated hereby and thereby Company, have been duly and validly authorized by all necessary corporate company action on the part of the Selling Entities Company. This Agreement and the CompanyAncillary Agreements to which the Company is a party have been duly and validly authorized, as applicable, executed and no further action on delivered by the part of each Company and the obligations of the Selling Entities Company hereunder and the Company thereunder are or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Lawwill be, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the upon such execution and delivery (and assuming due authorization, execution and delivery by the other parties hereto and thereto), valid, legally binding and enforceable against the Company in accordance with their respective terms, in each case, subject to Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and general principles of equity (the “Enforceability Exceptions”). (d) The Seller Entity has all requisite power and authority to enter into this Agreement and any Ancillary Agreement to which it is a party and to consummate the Transactions. The execution, delivery and performance of this Agreement and the other Transaction Agreement Ancillary Agreements to which such Party it is a party and the consummation of the transactions contemplated hereby Transactions by the Seller Entity, have been duly and thereby. (c) validly authorized by all necessary company action on the part of the Seller Entity. This Agreement and each of the other Transaction Ancillary Agreements to which the Selling Entities and/or the Company Seller Entity is or will be a party has have been (or will be) duly and validly authorized, executed and delivered by each the Seller Entity and the obligations of the Seller Entity hereunder and thereunder are or will be, upon such Selling Entity and/or the Company, as applicable, and, execution and delivery (and assuming the due authorization, execution and delivery by Buyerthe other parties hereto and thereto), constitutes (or will constitute) a legalvalid, valid legally binding and binding obligation each such Selling Entity and/or the Company, as applicable, enforceable against each such Selling the Seller Entity and/or the Company in accordance with its their respective terms, subject in each case case, subject to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors, and to general principles of equityEnforceability Exceptions.

Organization; Authority and Enforceability. (a) Each of the Selling Entities is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company is a corporation (i) duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Each Subsidiary of the Company is duly incorporated, formed or organized, validly existing and in good standing under the Applicable Laws of the its jurisdiction of its respective incorporation, formation or organization. Each of ; (ii) has the Selling Entities, the Company and each of the Company’s Subsidiaries has all necessary corporate or other organizational requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted conducted; and to own, lease and use its properties and (iii) is duly qualified or licensed to transact business in each jurisdiction in which the properties owned, leased or operated by it owns or leases property or conducts any business so as to require such qualification. The copies the nature of the Organizational Documents business conducted by it makes such qualification necessary, except in the case of each of the Selling Entities, the this clause (iii) as would not reasonably be expected to result in a Company and each of the Company’s Subsidiaries made available to Buyer are, in each case, true, Material Adverse Effect. Schedule 4.01 contains a correct and complete copies list of such documents and reflect all amendments as in effect as of each jurisdiction where the date of this AgreementCompany is qualified or licensed to do business. (b) Each of the Selling Entities and the The Company has (or in the case of Ancillary Agreements to be executed at or prior to the Closing, prior to such execution will have) all necessary corporate requisite power and authority to execute and deliver this Agreement and the other Transaction Ancillary Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and thereby. The execution and delivery by each of the Selling Entities and the Company of this Agreement and the other Transaction Agreements to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by each Selling Entity and the Company of the Transaction Ancillary Agreements to which the Company is a party, and the other transactions contemplated hereby and thereby performance by the Company of its obligations thereunder, have been (or in the case of Ancillary Agreements to be executed at or prior to the Closing, prior to such execution will be) duly and validly authorized by all necessary corporate action on the part of the Selling Entities and the Company, as applicable, and no further action on the part of each of the Selling Entities and the Company or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the execution and delivery of this Agreement and the other Transaction action. Each Ancillary Agreement to which such Party the Company is a party and has (or in the consummation case of the transactions contemplated hereby and thereby. (c) This Agreement and each of the other Transaction Ancillary Agreements to which be executed at or prior to the Selling Entities and/or the Company is or Closing, prior to such execution will be a party has have) been (or will be) duly and validly executed and delivered by each such Selling Entity and/or the Company, as applicable, and, assuming Company and constitutes the due authorization, execution and delivery by Buyer, constitutes (or will constitute) a legal, valid and binding obligation each such Selling Entity and/or of the Company, as applicable, Company and will be enforceable against each such Selling Entity and/or the Company in accordance with its respective terms, subject in each case to except as may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, arrangement, moratorium or other similar Applicable Laws of general application relating to or affecting the rights of creditors generally, or by general equitable principles. (c) Seller has made available to Purchaser true, correct and remedies complete copies of creditors, and to general principles the Organizational Documents of equitythe Company. The Company is not in default or violation of any of the provisions of its Organizational Documents.

Organization; Authority and Enforceability. (a) Each of Sellers and the Selling Entities TARGET Company is a corporation company duly incorporated, incorporated and validly existing and and, where applicable, in good standing under the Laws laws of its jurisdiction of incorporation. Each of Sellers have the corporate power and authority to enter into this Agreement and to carry out their respective obligations hereunder. The execution and delivery of this Agreement and the completion of the State transactions contemplated by this Agreement have been duly authorized by the Board of Delaware. The Directors of each of Sellers, and no other corporate approval on the part of any of the Sellers or the TARGET Company is necessary to authorize the execution or delivery of this Agreement or the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Sellers and, assuming due authorization, execution and delivery by Purchaser, constitutes a corporation legal, valid and binding obligation of each of Sellers, enforceable against each of Sellers in accordance with its terms. (b) The TARGET Company has full corporate power and authority to own or lease and operate its properties and to conduct its business as currently conducted and is duly incorporated, validly existing licensed or qualified and in good standing under in all jurisdictions in which the Laws character of the State of Nevada. Each Subsidiary of properties owned or leased by it or the Company is duly incorporated, formed or organized, validly existing and in good standing under the Laws of the jurisdiction nature of its respective incorporation, formation business requires it to be so licensed or organization. Each of the Selling Entities, the Company qualified. (c) True and each of the Company’s Subsidiaries has all necessary corporate or other organizational power and authority to carry on its business as now being conducted and to own, lease and use its properties and is duly qualified in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. The complete copies of the Organizational Documents of each of Sellers and the Selling Entities, the TARGET Company and each of the Company’s Subsidiaries have been made available to Buyer are, in Purchaser or its representatives. The minute books of each case, true, correct of Sellers and the TARGET Company have been made available to Purchaser or its representatives and such minute books contain complete copies and accurate records of such documents all material meetings and accurately reflect all amendments as in effect as material corporate actions of the date shareholders and the Board of this AgreementDirectors (including committees thereof) of the TARGET Company. (bd) Each SCHEDULE 3.1(d) lists all the authorized, issued and outstanding shares of the Selling Entities capital stock of the TARGET Company (I.E., the TARGET Shares) and the Company has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and thereby. The execution and delivery by each names of the Selling Entities and the Company holders of this Agreement and the other Transaction Agreements to which it is or will be a party, the performance record of its obligations hereunder and thereunder and the consummation by each Selling Entity and the Company such shares. All of the Transaction and the other transactions contemplated hereby and thereby such outstanding shares have been duly authorized and validly authorized by all necessary corporate action on the part of the Selling Entities issued and the Company, as applicable, are fully paid and no further action on the part of each of the Selling Entities and the Company or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the execution and delivery of this Agreement and the other Transaction Agreement to which such Party is a party and the consummation of the transactions contemplated hereby and therebynon-assessable. (c) This Agreement and each of the other Transaction Agreements to which the Selling Entities and/or the Company is or will be a party has been (or will be) duly and validly executed and delivered by each such Selling Entity and/or the Company, as applicable, and, assuming the due authorization, execution and delivery by Buyer, constitutes (or will constitute) a legal, valid and binding obligation each such Selling Entity and/or the Company, as applicable, enforceable against each such Selling Entity and/or the Company in accordance with its respective terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors, and to general principles of equity.

Organization; Authority and Enforceability. (a) Each of the Selling Entities is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company is a corporation limited liability company duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Each Subsidiary of the Company is duly incorporated, formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its respective incorporation, formation or organization. Each of Missouri and have the Selling Entities, the Company and each of the Company’s Subsidiaries has all necessary requisite corporate or other organizational power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted and to own, lease and use its properties and currently conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its activities make such qualification or licensing necessary to the business of the Company as currently conducted except where the failure to be so qualified or licensed, individually or in the aggregate, both (i) has not had and would not reasonably be expected to have a Material Adverse Effect and (ii) has not had and would not be reasonably expected to have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or to consummate the Transactions and would not materially impede or delay or be reasonably expected to materially impede or delay the consummation of the Transactions. The Company has made available to the Purchaser a true and correct copy of its articles of organization and operating agreement, as amended to date, each of which is in full force and effect on the date hereof (collectively, the “Charter Documents”). The Managers of the Company has not approved or proposed any other amendments to the Charter Documents. Section 3.1(a)(i) of the Disclosure Schedule lists the respective directors, managers, partners and officers of the Company. Section 3.1(a)(ii) of the Disclosure Schedule lists, by legal entity, every state or foreign jurisdiction in which it owns the Company has employees or leases property facilities or conducts any otherwise is required to register to conduct business so as to require such qualificationsince January 1, 2015. The copies Section 3.1(a)(iii) of the Organizational Documents Disclosure Schedule lists each predecessor entity of each of the Selling Entities, the Company and each of any other name under which the Company’s Subsidiaries made available to Buyer are, in each case, true, correct and complete copies of such documents and reflect all amendments as in effect as of the date of this AgreementCompany has previously operated. (b) Each of the Selling Entities and the The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance by each of the Selling Entities and the Company of this Agreement and the other Transaction Agreements to which it is or will be a partyAgreement, the performance of its obligations hereunder and thereunder and the consummation by each Selling Entity and the Company of the Transaction and the other transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by all necessary corporate action on the part of the Selling Entities and the Company, as applicable, and no further action on the part of each of the Selling Entities and the Company or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the execution and delivery of this Agreement and the other Transaction Agreement to which such Party is a party and the consummation of the transactions contemplated hereby and thereby. (c) . This Agreement and each of the other Transaction Agreements to which the Selling Entities and/or the Company is or will be a party has been (or will be) duly and validly authorized, executed and delivered by each the Company and the obligations of the Company hereunder are or will be, upon such Selling Entity and/or the Company, as applicable, and, execution and delivery (and assuming the due authorization, execution and delivery by Buyerthe other parties hereto), constitutes (or will constitute) a legalvalid, valid legally binding and binding obligation each such Selling Entity and/or the Company, as applicable, enforceable against each such Selling Entity and/or the Company in accordance with its respective terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors, and to general principles of equity.

Organization; Authority and Enforceability. (a) Each of the Selling Entities is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Each Subsidiary of the Company is duly incorporated, formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its respective incorporation, formation or organization. Each of New Jersey and has the Selling Entities, the Company and each of the Company’s Subsidiaries has all necessary requisite corporate or other organizational power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted and to own, lease and use its properties and currently conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its activities make such qualification or licensing necessary to the business of the Company as currently conducted except where the failure to be so qualified or licensed, individually or in the aggregate, both (i) has not had and would not reasonably be expected to have a Material Adverse Effect and (ii) has not had and would not be reasonably expected to have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or any Ancillary Agreement to which it is a party or to consummate the Transactions and would not materially impede or delay or be reasonably expected to materially impede or delay the consummation of the Transactions. The Company has made available to the Purchaser a true and correct copy of its certificate of incorporation, as amended to date, and bylaws, as amended to date, each of which is in full force and effect on the date hereof (collectively, the “Charter Documents”). The Board of Directors has not approved or proposed any other amendments to the Charter Documents. Section 3.1(a)(i) of the Disclosure Schedule lists the respective directors, managers, partners and officers of the Company. Section 3.1(a)(ii) of the Disclosure Schedule lists, by legal entity, every state or foreign jurisdiction in which it owns the Company has employees or leases property facilities or conducts any otherwise is required to register to conduct business so as to require such qualificationsince January 1, 2015, whichever is later. The copies Section 3.1(a)(iii) of the Organizational Documents Disclosure Schedule lists each predecessor entity of each of the Selling Entities, the Company and each of any other name under which the Company’s Subsidiaries made available to Buyer are, in each case, true, correct and complete copies of such documents and reflect all amendments as in effect as of the date of this AgreementCompany has previously operated. (b) Each of the Selling Entities and the The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Agreements any Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Transaction and the other transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance by each of the Selling Entities and the Company of this Agreement and the other Transaction Ancillary Agreements to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by each Selling Entity and the Company of the Transaction and the other transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by all necessary corporate action on the part of the Selling Entities and the Company, as applicable, and no further action on the part of each of the Selling Entities and the Company or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the execution and delivery of this . This Agreement and the other Transaction Agreement to which such Party is a party and the consummation of the transactions contemplated hereby and thereby. (c) This Agreement and each of the other Transaction Ancillary Agreements to which the Selling Entities and/or the Company is or will be a party has have been (or will be) duly and validly authorized, executed and delivered by each the Company and the obligations of the Company hereunder and thereunder are or will be, upon such Selling Entity and/or the Company, as applicable, and, execution and delivery (and assuming the due authorization, execution and delivery by Buyerthe other parties hereto and thereto), constitutes (or will constitute) a legalvalid, valid legally binding and binding obligation each such Selling Entity and/or the Company, as applicable, enforceable against each such Selling Entity and/or the Company in accordance with its their respective terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors, and to general principles of equity.

Organization; Authority and Enforceability. (a) Each of the Selling Entities is a corporation The Companies are corporations duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Each Subsidiary of the Company is duly incorporated, formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its respective incorporation, formation or organization. Each of Missouri and have the Selling Entities, the Company and each of the Company’s Subsidiaries has all necessary requisite corporate or other organizational power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted and currently conducted. The Companies are duly qualified or licensed as a foreign corporation to owndo business, lease and use its properties and is duly qualified in good standing, in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its activities make such qualification or licensing necessary to the business of the Companies as currently conducted except where the failure to be so qualified or licensed, individually or in which it owns the aggregate, both (i) has not had and would not reasonably be expected to have a Material Adverse Effect and (ii) has not had and would not be reasonably expected to have a material adverse effect on the ability of the Companies to perform its obligations under this Agreement or leases property to consummate the Transactions and would not materially impede or conducts any business so as delay or be reasonably expected to require such qualificationmaterially impede or delay the consummation of the Transactions. The copies Companies have made available to the Purchaser a true and correct copy of its certificates of incorporation, as amended to date, and its bylaws, as amended to date, each of which is in full force and effect on the Organizational Documents date hereof (collectively, the “Charter Documents”). The Board of Directors of each of Electronic Check and Central States has not approved or proposed any other amendments to the Selling Entities, the Company and each Charter Documents. Section 3.1(a)(i) of the Company’s Subsidiaries made available to Buyer areDisclosure Schedule lists the respective directors, in each casemanagers, true, correct partners and complete copies of such documents and reflect all amendments as in effect as officers of the date Companies. Section 3.1(a)(ii) of this Agreementthe Disclosure Schedule lists, by legal entity, every state or foreign jurisdiction in which the Companies have employees or facilities or otherwise is required to register to conduct business since January 1, 2015. Section 3.1(a)(iii) of the Disclosure Schedule lists each predecessor entity of the Companies and any other name under which the Companies have previously operated. (b) Each of the Selling Entities and the Company has The Companies have all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance by each of the Selling Entities and the Company Companies of this Agreement and the other Transaction Agreements to which it is or will be a partyAgreement, the performance of its obligations hereunder and thereunder and the consummation by each Selling Entity and the Company of the Transaction and the other transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by all necessary corporate action on the part of the Selling Entities and the Company, as applicable, and no further action on the part of each of the Selling Entities and the Company or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the execution and delivery of this Agreement and the other Transaction Agreement to which such Party is a party and the consummation of the transactions contemplated hereby and thereby. (c) Companies. This Agreement and each of the other Transaction Agreements to which the Selling Entities and/or the Company is or will be a party has been (or will be) duly and validly authorized, executed and delivered by each the Companies and the obligations of the Companies hereunder are or will be, upon such Selling Entity and/or the Company, as applicable, and, execution and delivery (and assuming the due authorization, execution and delivery by Buyerthe other parties hereto), constitutes (or will constitute) a legalvalid, valid legally binding and binding obligation each such Selling Entity and/or the Company, as applicable, enforceable against each such Selling Entity and/or the Company Companies in accordance with its respective terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors, and to general principles of equity.

Organization; Authority and Enforceability. The Seller (aand each Affiliate that will enter into an Ancillary Agreement) Each of the Selling Entities is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Each Subsidiary of the Company is duly incorporated, formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its respective incorporation, formation or organization. Each The Seller (or, in the case of the Selling EntitiesAncillary Agreements, the Company and each of the Company’s Subsidiaries has all necessary corporate or other organizational power and authority to carry on its business as now being conducted where and to ownthe extent applicable, lease and use its properties and is duly qualified in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. The copies of relevant Affiliate) has the Organizational Documents of each of the Selling Entities, the Company and each of the Company’s Subsidiaries made available to Buyer are, in each case, true, correct and complete copies of such documents and reflect all amendments as in effect as of the date of this Agreement. (b) Each of the Selling Entities and the Company has all necessary corporate requisite power and authority to execute and deliver this Agreement and the other Transaction Ancillary Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by each the Seller (or, in the case of the Selling Entities Ancillary Agreements, where and to the Company extent applicable, its relevant Affiliate) of this Agreement and the other Transaction Ancillary Agreements to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by each Selling Entity and the Company Seller (or, in the case of the Transaction Ancillary Agreements, where and to the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Selling Entities and the Company, as extent applicable, and no further action on the part of each of the Selling Entities and the Company or its equityholders (including any vote of the stockholders of Seller whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the NASDAQ stock exchange, or otherwise), is necessary to authorize the execution and delivery of this Agreement and the other Transaction Agreement to which such Party is a party and the consummation relevant Affiliate) of the transactions contemplated hereby and thereby. (c) This Agreement and each , have been duly authorized by all necessary action on the part of the Seller (or, in the case of the Ancillary Agreements, where and to the extent applicable, its relevant Affiliate), and no other Transaction action is necessary on the part of the Seller (or, in the case of the Ancillary Agreements, where and to the extent applicable, its relevant Affiliate) to authorize this Agreement or the Ancillary Agreements to which the Selling Entities and/or the Company is or it will be a party or to consummate the transactions contemplated hereby or thereby. This Agreement has been been, and at Closing each Ancillary Agreement to which the Seller (or or, in the case of the Ancillary Agreements, where and to the extent applicable, its relevant Affiliate) will be a party will be) , duly and validly executed and delivered by each such Selling Entity and/or the CompanySeller (or, as in the case of the Ancillary Agreements, where and to the extent applicable, its relevant Affiliate) and, assuming the due authorization, execution and delivery by Buyereach other Party hereto and thereto, this Agreement and each Ancillary Agreement to which the Seller (or, in the case of the Ancillary Agreements, where and to the extent applicable, its relevant Affiliate) will be a party constitutes (or or, upon execution and delivery thereof, will constitute) a legal, valid and binding obligation each such Selling Entity and/or of the CompanySeller (or, as in the case of the Ancillary Agreements, where and to the extent applicable, its relevant Affiliate), enforceable against each such Selling Entity and/or the Company Seller (or, in the case of the Ancillary Agreements, where and to the extent applicable, its relevant Affiliate) in accordance with its respective terms, subject in each case to except as limited by (a) bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance or other similar Laws of general application affecting the relating to creditors’ rights generally and remedies of creditors, and to (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.