Common use of Limited Liability Company Existence Clause in Contracts

Limited Liability Company Existence. Transferor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida, with full limited liability company power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets. Transferor is duly qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect with respect to Transferor. Copies of the certificate of formation and operating agreement of Transferor, and all amendments thereto, heretofore delivered to Parent (the “Transferor Organization Documents”) are accurate and complete as of the date hereof.

Limited Liability Company Existence. Each Transferor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida, each with full limited liability company power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets. Each Transferor is duly qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect with respect to such Transferor. Copies of the certificate of formation and operating agreement of each Transferor, and all amendments thereto, heretofore delivered to Parent (the “Transferor Organization Documents”) are accurate and complete as of the date hereof.