The Seller is a corporation duly-organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Seller does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Seller is not a participant in any joint venture, partnership or similar arrangement. Except for the Shareholder, no other person owns any right, title or interest in or to any capital stock, membership interest or other equity interest or owns any security that is exercisable or exchangeable for or convertible into any equity interest in the Seller.