Existence and Good Standing. Each Acquired Company is duly formed, validly existing and in good standing (or equivalent status) under the Laws of its respective jurisdiction of formation or organization. Each Acquired Company is duly authorized, qualified or licensed to do business and conduct its operations in its respective jurisdiction of formation or organization, and is duly authorized, qualified or licensed to do business and conduct its operations as a foreign entity and is in good standing in each of the jurisdictions set forth on [Schedule 5.1] of the Sellers’ Disclosure Letter and no Acquired Company is required to be authorized, qualified or licensed to do business and conduct its operations as a foreign entity in any other jurisdiction except where failure to be so authorized, qualified or be licensed would not reasonably be expected to result in a Material Adverse Effect. The Sellers have delivered to the Buyer true, correct and complete copies of the organizational and constitutional documents of each Acquired Company, each as currently in effect and reflecting any and all amendments thereto through the Closing Date. Such organizational and constitutional documents are in full force and effect and none of the Acquired Companies is in violation of any provision thereof.

Organization, Good Standing, Etc. Seller and each Acquired Company is a limited liability company duly formed, validly existing and in good standing under the laws of its state of formation. Seller and each Acquired Company has the limited liability company power and authority to own, lease and operate its Assets and to carry on its business. Seller and each Acquired Company is qualified or licensed to do business and is in good standing in each jurisdiction where the character of the Assets owned, leased or operated by it or the nature of its activities makes such qualification or licensure necessary, except in those jurisdictions where the failure to be so qualified, licensed or in good standing would not materially affect its ability to conduct its business or such activities.