Each Seller is a limited liability company duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to execute and deliver this Agreement and perform its obligations hereunder. Each Seller is duly qualified to do business and is in good standing in every domestic or foreign jurisdiction in which its ownership of property or the conduct of businesses as now conducted requires it to qualify, except with the failure to be so qualified would not be material to such Seller or have a material and adverse effect on such Seller’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. Complete and accurate copies of the organizational documents of each Seller have been delivered to Purchaser.