Such Seller is a duly formed and validly existing Delaware limited liability company, in existence and in good standing (or will be by the Closing applicable to such Seller) under the laws of the State of Delaware. Each Subsidiary Company owned by such Seller is a duly formed and validly existing limited liability company in its jurisdiction of formation. Such Seller has delivered or made available to Purchaser correct and complete copies of the current limited liability company operating agreement, and any amendments thereto, as applicable, of each of the Subsidiary Companies.