Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. Buyer is duly formed, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction of formation and qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except to the extent that any failure to be so qualified or in good standing would not have, and would not be reasonably expected to have, individually or in the aggregate, a material adverse impact on Buyer’s ability to consummate the transactions contemplated by this Agreement. Buyer has the requisite organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board of directors of TransUnion has duly approved this Agreement and has duly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer. No other organizational proceedings on the part of Buyer are necessary to approve and authorize the execution and delivery of this Agreement or the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement and the other agreements contemplated hereby have been duly executed and delivered by Buyer and constitute the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such may be limited by Enforcement Exceptions.

Organization; Authority; Enforceability. Buyer Such Seller is a limited liability company, limited partnership or corporation, duly formed, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction the State of formation Delaware and qualified to do business and is as a foreign entity in good standing (or the equivalent) in the jurisdictions each jurisdiction in which the conduct character of its business properties, or locations in which the transaction of its assets and/or properties business, makes such qualification necessary, except to where the extent that any failure to be so qualified or and in good standing would not have, and (or equivalent) would not be reasonably expected likely to have, individually or in the aggregate, have a material adverse impact effect on Buyersuch Seller’s ability to consummate the transactions contemplated by this Agreement. Buyer Such Seller has the requisite organizational power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby. The board of directors of TransUnion has duly approved this Agreement hereby and has duly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyerthereby. No other organizational proceedings on the part of Buyer such Seller are necessary to approve and authorize the execution and delivery of this Agreement or and the other agreements contemplated hereby or Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or and thereby. This Agreement and the other agreements contemplated hereby have been Transaction Documents to which it is a party has been, or upon delivery thereof will be, duly executed and delivered by Buyer such Seller and constitute constitutes the valid and binding obligations agreement of Buyersuch Seller, enforceable against Buyer such Seller in accordance with their respective its terms, except as such may be limited by Enforcement Exceptionsbankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. Buyer Seller is (a) duly formed, validly existing existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of formation and (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct its jurisdiction of its business or locations of its assets and/or properties makes such qualification necessaryformation, except to where the extent that any failure to be so qualified or to be in good standing (or the equivalent) would not have, and would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse impact on Buyer’s ability to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Buyer The Seller has the requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The board of directors of TransUnion the Seller has duly approved this Agreement and has duly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by BuyerAgreement. No other organizational proceedings on the part of Buyer the Seller are necessary to approve and authorize the execution execution, delivery, and delivery performance of this Agreement or the other agreements contemplated hereby or Ancillary Agreements and the consummation of the transactions contemplated hereby or and thereby. This Agreement has been, and the other agreements contemplated hereby Ancillary Agreements to which the Seller is a party have been or will be upon execution and delivery in the case of any of the Ancillary Agreements to be delivered at or prior to the Closing, duly executed and delivered by Buyer the Seller and constitute constitutes the valid and binding obligations agreement of Buyerthe Seller, enforceable against Buyer the Seller in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (collectively, “Enforcement Exceptions”).

Organization; Authority; Enforceability. Buyer is a legal entity duly formedorganized, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction of formation organization and qualified has all requisite power and authority to do business own, operate and is in good standing (or the equivalent) in the jurisdictions in which the lease its assets and properties, and to conduct of its business or locations of its assets and/or properties makes such qualification necessaryas it is now being conducted, except to where the extent that any failure to be so qualified or in good standing have such power and authority would not have, and would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse impact on Buyer’s ability to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect. Buyer Xxxxx has the requisite organizational power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby. The board of directors of TransUnion has duly approved this Agreement hereby and has duly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyerthereby. No other organizational proceedings on the part of Buyer are necessary to approve and authorize the execution and delivery of this Agreement or and the other agreements contemplated hereby or Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or and thereby. This Agreement and the other agreements contemplated hereby have been Transaction Documents to which Buyer is a party has been, or upon delivery thereof will be, duly executed and delivered by Buyer and constitute constitutes the valid and binding obligations agreement of Buyer, enforceable against Buyer in accordance with their respective its terms, except as such may be limited by Enforcement Exceptionsbankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. Buyer Such Seller is a legal entity duly formedorganized, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction of formation organization and qualified has all requisite power and authority to do business own, operate and is in good standing (or the equivalent) in the jurisdictions in which the lease its assets and properties, and to conduct of its business or locations of its assets and/or properties makes such qualification necessaryas it is now being conducted, except to where the extent that any failure to be so qualified or in good standing have such power and authority would not have, and would not be reasonably expected to havenot, individually or in the aggregate, a material adverse impact on Buyermaterially and adversely affect such Seller’s ability to consummate the transactions contemplated by this Agreement. Buyer Such Seller has the requisite organizational power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby. The board of directors of TransUnion has duly approved this Agreement hereby and has duly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyerthereby. No other organizational proceedings on the part of Buyer are such Seller or any Acquired Entity is necessary to approve and authorize the execution and delivery of this Agreement or and the other agreements contemplated hereby or Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or and thereby. This Agreement and the other agreements contemplated hereby have been Transaction Documents to which it is a party has been, or upon delivery thereof will be, duly executed and delivered by Buyer such Seller and constitute constitutes the valid and binding obligations agreement of Buyersuch Seller, enforceable against Buyer such Seller in accordance with their respective its terms, except as such may be limited by Enforcement Exceptionsbankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. Buyer Such Seller is an exempted limited partnership, limited partnership or limited liability company, as applicable, duly formed, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction the State of formation Delaware or the Cayman Islands, as applicable, and qualified to do business and is as a foreign entity in good standing (or the equivalent) in the jurisdictions each jurisdiction in which the conduct character of its business properties, or locations in which the transaction of its assets and/or properties business, makes such qualification necessary, except to where the extent that any failure to be so qualified or and in good standing would not have, and (or equivalent) would not be reasonably expected likely to have, individually or in the aggregate, have a material adverse impact effect on Buyersuch Seller’s ability to consummate the transactions contemplated by this Agreement. Buyer Such Seller has the requisite organizational exempted limited partnership, limited partnership or limited liability company, as applicable, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The board No other exempted limited partnership, limited partnership or limited liability company, as applicable, proceedings on the part of directors of TransUnion has duly approved this Agreement such Seller are necessary to approve and has duly authorized authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer. No other organizational proceedings on the part of Buyer are necessary to approve and authorize the execution and delivery of this Agreement or the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or therebyhereby. This Agreement and the other agreements contemplated hereby have has been duly executed and delivered by Buyer such Seller and constitute constitutes the valid and binding obligations agreement of Buyersuch Seller, enforceable against Buyer such Seller in accordance with their respective its terms, except as such may be limited by Enforcement Exceptionsbankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. Buyer Seller is a limited liability company duly formed, validly existing existing, and in good standing (or the equivalent) under the Laws of its jurisdiction the State of formation and Delaware. Seller is qualified to do business and is in good standing (or the equivalent) as a foreign entity in the jurisdictions each jurisdiction in which the conduct character of its business properties, or locations in which the transaction of its assets and/or properties business, makes such qualification necessary, except to where the extent that any failure to be so qualified or and in good standing (or equivalent) would not have, and would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse impact effect on Buyer’s ability to consummate the transactions contemplated by this AgreementSeller. Buyer Seller has the requisite organizational limited liability company power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board of directors managers (or equivalent) of TransUnion Seller has duly approved this Agreement and has duly authorized Agreement, the execution and delivery performance of this Agreement its obligations hereunder and the consummation of the transactions contemplated hereby by Buyerhereby. No other organizational limited liability company proceedings on the part of Buyer Seller are necessary to approve and authorize the execution and delivery of this Agreement or Agreement, the other agreements contemplated hereby or performance of its obligations hereunder and the consummation of the transactions contemplated hereby or therebyhereby. This Agreement and the other agreements contemplated hereby have has been duly executed and delivered by Buyer Seller and constitute (assuming the due authorization, execution and delivery by the other parties thereto) constitutes the valid and binding obligations agreement of BuyerSeller, enforceable against Buyer Seller in accordance with their respective its terms, except as such may be limited by Enforcement Exceptionsbankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Seller is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Buyer (a) The Seller is a limited liability company, duly formedorganized, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction the State of formation and qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except to the extent that any failure to be so qualified or in good standing would not have, and would not be reasonably expected to have, individually or in the aggregate, a material adverse impact on Buyer’s ability to consummate the transactions contemplated by this AgreementDelaware. Buyer The Seller has the all requisite organizational limited liability company power and authority to execute own, lease and deliver operate its properties and carry on its business as now conducted and to enter into and perform this Agreement and each Ancillary Agreement to which it will be a party and to consummate the transactions contemplated herebyTransactions. The board of directors of TransUnion has duly approved this Agreement execution, delivery and has duly authorized the execution and delivery performance of this Agreement and each Ancillary Agreement to which it will be a party by the Seller and the consummation by the Seller of the transactions contemplated hereby Transactions have been duly and validly authorized by Buyer. No other organizational proceedings on the part of Buyer are all necessary to approve and authorize the execution and delivery of this Agreement or the other agreements contemplated hereby or the consummation limited liability action of the transactions contemplated hereby or therebySeller. This Agreement has been, and upon their execution each Ancillary Agreement to which the other agreements contemplated hereby Seller will be a party will have been been, duly executed and delivered by Buyer the Seller and, assuming due execution and constitute delivery by each of the other parties hereto and thereto, this Agreement constitutes, and upon their execution, each Ancillary Agreement to which the Seller will be a party will constitute, a legal, valid and binding obligations agreement of Buyerthe Seller, enforceable against Buyer the Seller in accordance with their respective its terms, except as such may be limited by Enforcement the General Enforceability Exceptions.

Organization; Authority; Enforceability. Buyer Each of the Acquired Entities is (a) duly formed, validly existing existing, and in good standing (or the equivalent) under the Laws of its jurisdiction the State of formation Delaware and (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or or properties makes such qualification necessary, except to where the extent that any failure to be so qualified or to be in good standing (or the equivalent) would not have, and would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse impact Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated by this AgreementAcquired Entities. Buyer The Partnership has the requisite organizational power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and to consummate the transactions contemplated hereby. The board of directors of TransUnion has duly approved this Agreement and has duly authorized the execution and delivery of this Agreement and each other Transaction Document to which it is a party by the consummation Partnership has been duly authorized in accordance with the Governing Documents of the transactions contemplated hereby by BuyerPartnership. No other organizational limited partner proceedings on the part of Buyer the Partnership are necessary to approve and authorize the execution and delivery of this Agreement or the and each other agreements contemplated hereby or Transaction Document to which it is a party and the consummation of the transactions contemplated hereby or and thereby. This Agreement and the each other agreements contemplated hereby have been Transaction Document to which it is a party has been, or will be upon execution and delivery thereof, duly executed and delivered by Buyer the Partnership and constitute the valid and binding obligations agreement of Buyerthe Partnership, enforceable against Buyer the Partnership in accordance with their respective its terms, except as such may be limited by Enforcement Exceptionsbankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.