Common use of Organization, Existence and Good Standing Clause in Contracts

Organization, Existence and Good Standing. Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of the state of its formation. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Purchaser and Merger Sub has qualified as a foreign limited liability company, and is in good standing, under the Laws of all jurisdictions where the nature of its respective businesses or the nature or location of its respective assets requires such qualification and where the failure to so qualify would have a material adverse effect on the business, operations (including results of operations), assets, liabilities, or financial condition of Purchaser or Merger Sub or on the ability of the Parties to consummate the Transactions.