Seller is a limited partnership validly existing and in good standing under the laws of its state of formation with the limited partnership power to own all of its properties and assets and to carry on its business as it is currently being conducted. Seller is duly qualified to do business and is in good standing in every jurisdiction in which the failure to be so qualified or in good standing would have a Material Adverse Effect on the Mint Business or on Seller’s ability to consummate the transactions contemplated hereby.