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 organized, validly existing and in good standing under the laws of the State of Delaware. 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 not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect.

Organization, Qualification, and Corporate Power. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the state of New York. Seller has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

The Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to own, operate and lease its assets and to carry on its business as it is now conducted.

. The Buyer is a corporation validly existing and in good standing under the laws of the State of Delaware. The Buyer has the organizational power and authority to own or lease its properties and assets and to carry on all business activities currently conducted by it.

Organization, Existence and Good Standing. Seller is a Limited Liability Company (LLC) duly organized, validly existing and in good standing under the laws of the State of New Jersey. Seller has all requisite power and authority to carry on its business as now being conducted and to own the Purchased Assets as now owned.