Common use of Existence; Good Standing; Corporate Authority; Compliance With Law Clause in Contracts

Existence; Good Standing; Corporate Authority; Compliance With Law. Each of ENVOY and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation. ENVOY is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, results of operations or financial condition of ENVOY (an "ENVOY Material Adverse Effect"). ENVOY has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Neither ENVOY nor any of its properties or assets is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which ENVOY is subject, where such violation would have an ENVOY Material Adverse Effect. ENVOY has all licenses, permits and other authorizations and has taken all actions required by applicable law or governmental regulations in connection with its business as now conducted, except where the failure to obtain any such item or to take any such action would not have an ENVOY Material Adverse Effect.

Existence; Good Standing; Corporate Authority; Compliance With Law. Each of ENVOY PMT and Merger Sub is a corporation duly incorporated, incorporated and validly existing and in good standing under the laws of the state of its incorporation. ENVOY PMT is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, results of operations or financial condition of ENVOY PMT (an a "ENVOY PMT Material Adverse Effect"). ENVOY PMT has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Neither ENVOY PMT, Merger Sub nor any of its their properties or assets is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which ENVOY PMT or Merger Sub is subject, where such violation would have an ENVOY a PMT Material Adverse Effect. ENVOY PMT has all licenses, permits and other authorizations and has taken all actions required by applicable law or governmental regulations in connection with its business as now conducted, except where the failure to obtain any such item or to take any such action would not have an ENVOY a PMT Material Adverse Effect.