The Buyer is a Delaware limited liability company duly incorporated, validly existing and in good standing under the applicable Laws of Delaware and has all requisite corporate power and authority to carry on its business as it is now being conducted in all material respects. The Buyer is duly licensed or qualified and (where applicable) in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to have a material adverse effect on the Buyer’s ability to timely complete the transactions contemplated herein.