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.

Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own the Interests. Each Acquired Company is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and has all requisite power and authority to own, operate, lease and otherwise hold its assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business and is in good standing in each other jurisdiction in which it owns, operates, leases or otherwise holds assets, or conducts business, so as to require such qualification, except where the lack of such qualification or good standing would not reasonably be expected, individually or in the aggregate, to have a material effect on the Acquired Companies.

Each Acquired Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Acquired Company has all necessary limited liability company power and authority to own, lease and operate its material assets and properties and to carry on its businesses as presently conducted, except where the failure to have such authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is duly licensed or qualified to conduct business and is in good standing in each jurisdiction in which the nature of its business requires such qualification or license, except where the failure to be duly licensed or qualified or in good standing would not reasonably be expected to have a Material Adverse Effect or materially affect the Acquired Companies’ ability to consummate the transaction contemplated hereby.

Organization, Good Standing, Etc. Purchaser is a limited liability company, duly organized, validly existing and in good standing under the Applicable Laws of the jurisdiction of its formation, and has the limited liability company power and authority to own, lease and operate its Assets and to carry on its business as now being conducted.

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.