Each Seller is a corporation duly incorporated, validly existing and in good standing or with active status under the laws of the State of Delaware, with the requisite power and authority to own, lease and use its properties and assets and to carry on its business as currently conducted. Each Seller is not in violation or default of any of the provisions of such Seller’s Formation Documents (as defined in Section 8.1 hereof). Each Seller is duly qualified or licensed to conduct business and is in good standing or with active status as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it requires it to be so qualified or licensed, except where the failure to be so qualified or licensed or in good standing or with active status, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document (as defined in Section 8.1 hereof), (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Sellers, taken as a whole, or the Network, or (iii) a material adverse effect on any Seller’s ability to perform in any material respect on a timely basis, its obligations under any Transaction Document (any of (i), (ii) or (iii), a " Material Adverse Effect ") ”); provided, that it shall not be a Material Adverse Effect if such effect is based on (x) economic factors affecting the national or world economy or acts or war or terrorism; (y) changes in laws, rules or regulations that are not known to any Seller as of the date of this Agreement; and (z) changes in generally acceptable accounting practices and no Legal Proceeding (as defined in Section 8.1 hereof) has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. Each Seller has delivered to the Purchaser true, complete and correct copies of its Formation Documents.