Each of (a) the Company and (b) the Company Subsidiaries is duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and each Company Subsidiary is duly qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, individually or in the aggregate, would not have a Company Material Adverse Effect. The Company and each Company Subsidiary have all requisite limited liability company power to carry on their respective businesses as are now being conducted.