Each Seller has been duly organized and is validly existing as a limited liability company in good standing pursuant to the laws of the State of Florida an the Parent Company has been duly organized and is validly existing as a corporation in good standing pursuant to the law of the State of Nevada, with power and authority to own their properties and to conduct their business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables to be assigned to the Purchaser.