Seller: (i) is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Florida and has full power and authority to carry on their business as now being conducted and to own, lease and operate the Assets and to execute, deliver and perform this Agreement and the Ancillary Agreements and to consummate the transaction therein; (ii) is not doing business in any jurisdiction other than Florida; and (iii) has attached hereto as Exhibit 4.1 true, correct and complete copies of its Articles of Organization and Operating Agreement, as presently in effect.