Common use of Organization Clause in Contracts

Organization. Buyer is a limited liability company duly formed, 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, lease, and operate its business as currently conducted.

Organization. Buyer is a limited liability company duly formedorganized, 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, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Buyer has all requisite limited liability company power and authority to ownexecute, lease, deliver and operate its business as currently conductedcarry out the terms of this Agreement and the consummation of the transactions contemplated herein.

Organization. Buyer is a duly formed limited liability company duly formedcompany, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of Delaware, and Buyer has the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate carry on its business as currently now being conducted.;

Organization. Buyer is a Delaware limited liability company company, duly formedorganized, validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedorganization.

Organization. The Buyer is a limited liability company duly formed, organized and validly existing and in good standing under the laws of the State of Delaware and has all the requisite limited liability company power and authority to own, lease, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by the Buyer to be conducted.

Organization. Buyer is a limited liability company duly formed, organized and validly existing and in good standing under the laws of the State of Delaware and has all the requisite limited liability company power and authority to own, lease, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by Buyer to be conducted.

Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. (a) Buyer is a limited liability company that is duly organized or formed, 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, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, ------------ validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite limited liability company power and authority to own, lease, own and operate lease the properties and assets it currently owns and leases and to conduct its activities and to carry on its business as such activities and business are currently conducted.

Organization. Buyer is a limited liability company duly formedorganized, validly existing existing, and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. The Buyer is a limited liability company duly formedorganized, 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, lease, lease and operate its properties and to carry on its business as is now being conducted. The Buyer has heretofore delivered to the Seller complete and correct copies of its Certificate of Organization and LLC Operating Agreement (or other similar governing documents), as currently conductedin effect.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company corporate power and authority to own, leaseoperate, lease and operate encumber its properties and to carry on its business as currently now conducted, and to enter into this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement and to perform its obligations hereunder and thereunder.

Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. (a) Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to own, lease, enter into this Agreement and operate the Transaction Documents to which it is a party and to perform its business as currently conductedobligations hereunder and thereunder.

Organization. Buyer is a limited liability company duly formed, which is 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, lease, and operate its business as currently conductedDelaware.

Organization. The Buyer is a limited liability company corporation duly formedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company the full corporate power and authority to own, lease, own its properties and operate carry on its business as currently conductedbusiness.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. (a) Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, and Buyer has all requisite limited liability company power and authority to carry on its business as it is currently conducted, and to own, lease, lease and operate its business as currently conductedproperties where such properties are now owned, leased or operated.

Organization. The Buyer is a limited liability company duly formed, organized and validly existing and in good standing under the laws of the State state of Delaware and has all requisite limited liability company power and authority to own, lease, own its properties and operate assets and to conduct its business as currently now conducted. The Buyer is duly qualified to do business as a foreign entity in every jurisdiction where the character of the properties owned or leased by the Buyer or the nature of the business conducted by the Buyer makes such qualifications necessary.

Organization. Buyer is a limited liability company company, duly formed, validly existing existing, and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to own, lease, and operate carry on its business as currently conductedpresently conducted and to use the properties owned and used by it. Parent is a corporation, duly incorporated, validly existing, and in good standing under the Laws of the State of Delaware. Parent has all requisite corporate power and authority to carry on its business as presently conducted and to use the properties owned and used by it.

Organization. Buyer is a limited liability company company, duly formedorganized, 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, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, is duly authorized to do business in and is in good standing in the State of New York and, and has all requisite limited liability company power and authority to ownexecute, lease, deliver and operate its business as currently conductedperform this Agreement and each agreement and instrument to be executed and delivered by Buyer pursuant hereto.

Organization. Buyer is a limited liability company company, duly formed, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to own, lease, and operate carry on its business as currently conductedpresently conducted and to use the properties owned and used by it. Parent is a corporation, duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Parent has all requisite corporate power and authority to carry on its business as presently conducted and to use the properties owned and used by it.

Organization. Buyer is a limited liability company duly formedorganized, 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, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to own, lease, lease and operate its properties and to carry on its business as currently it now being conducted.

Organization. Buyer is a Delaware limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority authorized to own, lease, and operate its conduct business as currently conductedin the State in which the Properties are located.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware. Buyer is duly licensed and has all requisite in good standing in each jurisdiction where it is required to be registered as a foreign limited liability company power and authority to own, lease, and operate its business as currently conductedcompany.

Organization. Buyer is a limited liability company partnership duly formed, and validly organized and existing and in good standing under the laws Laws of the State of Delaware and has all requisite full limited liability company power and authority to own, leaseoperate or lease the properties and assets now owned, operated or leased by it and operate to carry on its business as it has been and is currently conducted.

Organization. Buyer is a limited liability company duly formedorganized, ------------ 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, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formed------------ 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, lease, lease or operate its properties and operate to carry on its business as it is now being conducted. Buyer is, or by the Closing will be, qualified to do business in the Commonwealth of Pennsylvania. Buyer has heretofore delivered to Sellers complete and correct copies of its articles of organization and by-laws (or other similar governing documents) as currently conductedin effect.

Organization. The Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Applicable Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company corporate power and authority to own, lease, lease and operate its 192 properties and to carry on its business as is now being conducted. Buyer has heretofore delivered to Seller complete and correct copies of its Certificate of Formation and Operating Agreement (or other similar governing documents), as currently conductedin effect.

Organization. Buyer is a limited liability company duly formed, 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, lease, and operate its business as currently conductedDelaware.

Organization. The Buyer is a limited liability company duly formedorganized, 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, lease, lease and operate its properties and to carry on its business as now being conducted. The Buyer has heretofore delivered to the Seller complete and correct copies of its Certificate of Formation and Limited Liability Company Agreement (or other similar governing documents), as currently conductedin effect.

Organization. The Buyer is a limited liability company duly formedcompany, validly existing and in good standing under the laws Applicable Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company full power and authority to own, lease, enter into this Agreement and operate its business as currently conductedto consummate the transactions contemplated by this Agreement.

Organization. The Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Buyer has all requisite limited liability company power and authority to own, lease, lease and operate its properties and to carry on its business as currently being conducted.

Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite full limited liability company power and authority to own, lease, execute and operate deliver this Agreement and to perform its business as currently conductedobligations hereunder and to consummate the Transaction.

Organization. The Buyer is a limited liability company duly formed, 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, lease, and operate its business as currently conductedDelaware.

Organization. The Buyer is a limited liability company duly formedorganized, 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, lease, lease and operate its properties and to carry on its business as currently is now being conducted.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power power, authority and authority legal capacity to own, lease, and operate carry on its business as currently presently conducted.

Organization. Buyer is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company corporate power and authority to own, lease, lease and operate its properties and to carry on its business as currently now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, or if not so duly qualified, its failure to be so qualified will not have a Material Adverse Effect on its business, operations or financial condition.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to own, leaseoperate, lease and operate encumber its properties and to carry on its business as currently conducted. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Parent has all requisite corporate power and authority to own, operate, lease and encumber its properties and to carry on its business as currently conducted.

Organization. Buyer is a duly organized limited liability company duly formedcompany, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company full power and authority to own, lease, and operate its business as currently conductedperform this Agreement.

Organization. The Buyer is a limited liability company company, duly formedorganized, 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 ownown its properties, lease, conduct the Business and operate its business as currently conductedeffect the transactions contemplated hereunder. The Buyer is in good standing in each jurisdiction in which failure to be so qualified would have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated hereunder.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company full power and authority to own, lease, own or lease and to operate and use its properties and assets and to carry on its business as currently now conducted or proposed to be conducted.

Organization. Buyer (i) is a limited liability company duly formedorganized, validly existing and in good standing under the laws of Delaware, (ii) has the State of Delaware and has all requisite limited liability company power and authority to own, lease, own or lease and to operate its assets and to conduct its business as currently conducted, and (iii) is not required to be qualified to do business in any other jurisdiction.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full limited liability company power and authority to own, lease, and operate conduct its business as currently conductedand to the extent now conducted and to own, use and lease its assets. Guarantor is the sole member and the managing member of Buyer and holds all of the issued and outstanding equity interest in Buyer.

Organization. Buyer is a limited liability company duly formed, organized and 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, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws law of the State of Delaware and Delaware. Buyer has all requisite necessary limited liability company power and authority to ownpower, leaseauthority, and operate capacity to own its business as currently conductedproperty, to carry on its business, and to enter into and perform its obligations under this Agreement and the Other Documents to which it is a party and to carry out the transactions contemplated hereby and thereby.

Organization. Buyer is is, as of the date of this Agreement, a limited liability company and will be, as of the Closing, a limited liability company or a corporation, in each case, duly formedorganized, validly existing and in good standing under the laws Laws of the State state of Delaware and has all requisite limited liability company power and authority to own, lease, and operate carry on its business as currently presently conducted.

Organization. The Buyer is a Delaware limited liability company duly formedorganized, validly existing and in good standing under the laws of the State Laws of Delaware and has all requisite necessary limited liability company power and authority to own, lease, lease and operate its business properties and to carry on its as currently it is now being conducted.

Organization. Buyer is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to own, lease, enter into this Agreement and operate to perform its business as currently conductedobligations hereunder.

Organization. The Buyer is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company the power and authority to ownown or lease its properties, leasecarry on its business, enter into this Agreement and operate the Other Agreements and perform its business as currently conductedobligations hereunder and thereunder.

Organization. The Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company full corporate power and authority to own, lease, lease and operate its properties and to carry on its business as currently it is now being conducted.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite limited liability company power and authority to own, lease, lease and operate all of its properties and assets and to carry on its business as currently now conducted, to enter into this Agreement and each of the Transaction Documents to which it is a party, and to carry out its obligations hereunder and thereunder.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware. Buyer has heretofore delivered to Seller complete and has all requisite limited liability company power correct copies of its Certificate of Formation and authority to ownLimited Liability Company Agreement, lease, and operate its business as currently conductedin effect.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware. Buyer has heretofore delivered to Sellers complete and has all requisite limited liability company power and authority to own, lease, and operate correct copies of its business Organizational Documents as currently conductedin effect.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted. Complete and correct copies of Buyer’s certificate of formation (or other similar governing documents) as currently conductedin effect have heretofore been delivered or made available to Seller.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conducted.Delaware. 3.2

Organization. Buyer is a limited liability company duly formedorganized, ------------ 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, leaseDelaware, and operate its authorized to do business as currently conductedin the State of North Carolina.

Organization. Buyer is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware, has all requisite limited liability company power and authority to own, lease, lease and operate its properties and to carry on its business as currently conductednow being conducted and is qualified to do business in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Organization. The Buyer is a limited liability company duly formed, validly existing organized and in good standing under the laws of the State of Delaware Delaware, and has all requisite limited liability company the power and authority to own, lease, and operate carry on its business as currently presently conducted.

Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company corporate power and authority to own, lease, lease and operate its properties and to carry on its business as is now being conducted. Buyer has heretofore delivered to Sellers complete and correct copies of its Certificate of Formation and Operating Agreement (or other similar governing documents), as currently conductedin effect.

Organization. Buyer is a limited liability company duly formedorganized, 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, lease, and operate carry on its business as currently it is now being conducted, and to execute, deliver and perform this Agreement and the other Related Agreements and to consummate the transactions contemplated hereby and thereby.

Organization. Buyer is a limited liability company duly formed------------ organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company with full corporate power and authority to own, lease, adequate for executing and operate delivering and performing its business as currently conducted.obligations under this Agreement;

Organization. Buyer is a limited liability company duly formed, organized ------------ and 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, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, 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, lease, and operate carry on its business as currently now being conducted. Buyer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing would not have a Buyer Material Adverse Effect.

Organization. Buyer is a limited liability company duly formedorganized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has all requisite limited liability company power and authority to own, lease, and operate carry on its business as currently it is now being conducted, and to execute, deliver, and perform this Agreement and each Ancillary Agreement to which it is a party, and to consummate the transactions contemplated hereby and thereby.

Organization. The Buyer is a limited liability company duly formed, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware; is duly authorized to do business in and is in good standing in the state where the Real Property is located; and has all requisite limited liability company power and authority to ownexecute, lease, deliver and operate its business as currently conductedperform this Agreement and each agreement and instrument to be executed and delivered by Buyer pursuant hereto.

Organization. Buyer is a limited liability company duly formed, 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, lease, and operate its business as currently conducted.. (b)

Organization. The Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all the requisite limited liability company power and authority to own, lease, lease and operate its properties and to conduct its business as currently it is presently being conducted.

Organization. Buyer is a Delaware limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority authorized to own, lease, and operate its conduct business as currently conductedin the State in which the Conveyed Properties are located.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, will be qualified to do business in the State of New Hampshire as of the Closing Date, and has all requisite limited liability company the corporate power and authority to ownown or lease its properties, leasecarry on its business, enter into this Agreement and operate the Other Agreements to which it is or is to become a party and perform its business as currently conductedobligations hereunder and thereunder.

Organization. Buyer is a limited liability company duly formedorganized, validly existing existing, and in good standing standing, under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized and validly existing, validly existing and is in good standing under the laws of the State of Delaware Delaware, and has all requisite limited liability company the corporate power and authority to own, lease, own its properties and operate carry on its business as currently now being conducted.

Organization. Buyer is a limited liability company duly formedorganized, validly existing existing, and in good standing under the laws of the State of Delaware and has with all requisite limited liability company corporate power and authority to owncarry on its business, lease, to own or lease the Purchased Assets and operate to execute and deliver this Agreement and the other Transaction Documents to be executed and delivered by Buyer as contemplated thereby and to perform its business as currently conductedobligations hereunder and thereunder.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Applicable Laws of the State of Delaware Delaware. Buyer Parent is a corporation duly organized, validly existing and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedin good standing under the Applicable Laws of the State of Delaware.

Organization. Buyer is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has with all requisite limited liability company necessary power and authority to ownexecute, lease, deliver and operate its business as currently conductedperform this Agreement.

Organization. Buyer is a limited liability company duly formedorganized, 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, lease, own its properties and operate carry on its business as currently conductednow conducted and as contemplated by this Agreement.

Organization. The Buyer is a limited liability company duly formedorganized, validly existing 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, leasecarry on their business as it is now being conducted, and operate its business as currently conductedto execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.

Organization. Buyer is a Delaware limited liability company that is duly formedorganized, validly existing and in good standing under standing. Buyer possesses the laws of the State of Delaware and has all requisite limited liability company power and authority to ownown its Assets, lease, and operate conduct its business as currently and where such business is presently conducted, and enter into this Agreement.

Organization. Buyer is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted. Prior to the Closing, complete and correct copies of Buyer’s operating agreement and certificate of formation/Articles of Incorporation and By-laws (or other similar governing documents) as currently conductedin effect have heretofore been delivered or made available to Sellers’ Representative.

Organization. Buyer is a limited liability company duly formed, organized and 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, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, is qualified to do business in the State of Connecticut, and has all requisite limited liability company the corporate power and authority to ownown or lease its properties, leasecarry on its business, enter into this Agreement and operate the Other Agreements to which it is or is to become a party and perform its business as currently conductedobligations hereunder and thereunder.

Organization. Buyer is a limited liability company duly formedincorporated, validly existing and in good standing under the laws Laws of the State its jurisdiction of Delaware Delaware, and has all requisite limited liability company the corporate power and authority to own, lease, lease and operate its assets and to carry on its business as currently now being conducted.. Section 5.2

Organization. Buyer is a limited liability company duly formedorganized, 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, lease, own its property and operate its business as currently and where it is now being conducted. Neither the execution nor delivery of this Agreement and the other Transaction Agreements nor the consummation of the transactions contemplated hereby or thereby requires the consent or approval of or the giving of notice to, registration, filing or recording with or the taking of any other action by Buyer in respect of any federal, state or local governmental authority or any third party.

Organization. Buyer is a limited liability company company, duly formedorganized, validly existing 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, lease, and operate its business as currently conductedDelaware.

Organization. (a) Buyer is a limited liability company company, duly formedorganized, validly existing existing, and in good standing (or equivalent) under the laws of the State Laws of Delaware and has all the requisite limited liability company power to carry on its business as now being conducted. Buyer has all requisite power and authority to own, lease, lease and operate its business properties, rights or assets, carry on its businesses as currently now being conducted, and to carry out the transactions contemplated by this Agreement.

Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State state of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to own, lease, and operate carry on its business businesses as currently now being conducted.

Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware. The Organizational Documents of Buyer are in full force and has all requisite limited liability company power and authority to own, leaseeffect, and operate Buyer is not in violation of any provision of its business as currently conductedOrganizational Documents.

Organization. The Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Buyer has all requisite limited liability company power and authority to own, lease, lease and operate its properties and assets and to carry on its business as currently now being or heretofore conducted.

Organization. The Buyer is a limited liability company duly formedorganized, validly existing 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, lease, and operate its business as currently conductedDelaware.

Organization. Buyer is a limited liability company duly formed, validly existing existing, and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.