Due Organization, Standing and Power. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller has all requisite corporate power and authority and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary # to enable it to own, lease or otherwise hold its Purchased Assets and # to conduct the Business as currently conducted.

Section # Organization. Seller is a corporation duly incorporated,organized, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has all requisite corporate powernot and authority and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary #would not reasonably be expected to enable it to own, leasehave, either individually or otherwise hold its Purchased Assets and # to conductin the Business as currently conducted.aggregate, a Seller Material Adverse Effect.

Organization, StandingQualification, and Corporate Power. The Seller is a corporation duly incorporated,organized, validly existingexisting, and in good standing under the laws of the Statestate of Delaware. TheNew York. Seller has all requisitefull corporate power and authority and possesses all material governmental franchises, licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and approvals necessary # to enable it to own, lease or otherwise hold its Purchased Assetsown and # to conductuse the Business as currently conducted.properties owned and used by it.

The SellerBuyer is a corporationcorporation, duly incorporated,organized, validly existing and in good standing under the laws of the State of Delaware. The SellerBuyer has all requisite corporate power and authority and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary # to enable it to own, operate and lease or otherwise hold its Purchased Assetsassets and # to conduct the Businesscarry on its business as currentlyit is now conducted.

. The SellerBuyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The SellerBuyer has all requisite corporatethe organizational power and authority to own or lease its properties and possessesassets and to carry on all material governmental franchises, licenses, permits, authorizations and approvals necessary # to enable it to own, lease or otherwise hold its Purchased Assets and # to conduct the Business asbusiness activities currently conducted.conducted by it.

Organization, StandingExistence and Power. TheGood Standing. Seller is a corporationLimited Liability Company (LLC) duly incorporated,organized, validly existing and in good standing under the laws of the State of Delaware. TheNew Jersey. Seller has all requisite corporate power and authority to carry on its business as now being conducted and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary # to enable it to own, lease or otherwise hold itsown the Purchased Assets and # to conduct the Business as currently conducted.now owned.