Common use of Organization; Authority and Enforceability Clause in Contracts

Organization; Authority and Enforceability. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Missouri and have the requisite corporate 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 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 the Company has 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 Company and any other name under which the Company has previously operated.

Organization; Authority and Enforceability. (a) The Company is a limited liability company Companies are corporations duly organized, validly existing and in good standing under the laws of the State of Missouri and have the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted. The Company is Companies are 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 Companies 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 Companies 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 Companies have made available to the Purchaser a true and correct copy of its articles certificates of organization incorporation, as amended to date, and operating agreementits bylaws, as amended to date, each of which is in full force and effect on the date hereof (collectively, the “Charter Documents”). The Managers Board of the Company Directors of each of Electronic Check and Central States 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 CompanyCompanies. Section 3.1(a)(ii) of the Disclosure Schedule lists, by legal entity, every state or foreign jurisdiction in which the Company has 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 Company Companies and any other name under which the Company has Companies have previously operated.

Organization; Authority and Enforceability. (a) The Company is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Missouri New Jersey and have has the requisite corporate 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 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 articles certificate of organization incorporation, as amended to date, and operating agreementbylaws, as amended to date, each of which is in full force and effect on the date hereof (collectively, the “Charter Documents”). The Managers Board of the Company 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 the Company has employees or facilities or otherwise is required to register to conduct business since January 1, 2015, whichever is later. Section 3.1(a)(iii) of the Disclosure Schedule lists each predecessor entity of the Company and any other name under which the Company has previously operated.

Organization; Authority and Enforceability. (a) The Company is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Missouri Delaware and have has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business 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 of the Company 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 articles certificate of organization incorporation, as amended to date, and operating agreementbylaws, as amended to date, each of which is in full force and effect on the date hereof (collectively, the “Charter Documents”). The Managers 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 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, 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 the Company has employees or facilities or otherwise is required to register to conduct has conducted material business since January 1December 5, 20152016. Section 3.1(a)(iii3.1(a)(iv) of the Disclosure Schedule lists each predecessor entity of the Company and any other name under which the Company has previously operated.