Organization of Buyer and Buyer Parent. Each of Buyer Parent and Buyer is duly organized, validly existing and in good standing under the laws of Nevada and has all requisite corporate power and authority to own, lease and operate their properties and to carry on its business as now being conducted and as proposed to be conducted prior to the Closing. Each of Buyer Parent and 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, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing would not have a Buyer Material Adverse Effect.
Organization of Buyer and Buyer Parent. Each of Buyer and Buyer Parent is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and has full power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted. True and complete copies of the Articles of Organization and Operating Agreement of Buyer and Buyer Parent have been delivered to Parent. Buyer Parent owns in the aggregate, beneficially or of record, all membership interests of Buyer outstanding on the Closing Date.
Organization of Buyer and Buyer Parent. Section 7.2
