Existence, Qualification and Power. The Seller # is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, # has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement and to carry out the transactions contemplated thereby and # is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a material adverse effect on the Purchaser.

Section # Existence and Power. Such Seller is an entity duly formed and in good standing in the jurisdiction of its organization, and has the full power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted and to enter into this Agreement and fulfill its obligations herein.

Organization, Standing, and Qualification. Sellers are entities which are duly organized, validly existing and in good standing under the laws of the state of Florida; # has full power and authority to carry on its business as and where now conducted and to own or lease and operate its properties as and where now owned, leased or operated; and # is duly qualified to do business and is in good standing in every jurisdiction in which the property owned, leased or operated by it or the business conducted by it makes such qualification necessary.