Common use of Organization and Qualification; No Subsidiaries Clause in Contracts

Organization and Qualification; No Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Florida. Each of the Company’s Subsidiaries is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation. The Company and its Subsidiaries have all requisite corporate power and authority to carry on their respective businesses as now being conducted and are qualified to do business and are in good standing as a foreign corporation in each jurisdiction where the conduct of their businesses requires such qualification, except, in each case, for any such failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 3.1 of the Seller Disclosure Letter sets forth a correct and complete list of the Company’s Subsidiaries, each of which is under the exclusive direct or indirect control of the Company or its designees. Other than as set forth in Section 3.1 of the Seller Disclosure Letter, the Company does not own any equity interests in any Person. Seller has made available to Purchaser correct and complete copies of the Organizational Documents of the Company and the Organizational Documents of the Company’s Subsidiaries, in each case, in effect as of the date of this Agreement.

Organization and Qualification; No Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Florida. Each of the Company’s Subsidiaries is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation. The Company and its Subsidiaries have all requisite corporate power and authority to carry on their respective businesses as now being conducted and are qualified to do business and are in good standing as a foreign corporation in each jurisdiction where the conduct of their businesses requires such qualification, except, in each case, for any such failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 3.1 of the Seller Disclosure Letter sets forth a correct and complete list of the Company’s Subsidiaries, each of which is under the exclusive direct or indirect control of the Company or its designees. Other than as set forth in Section 3.1 of the Seller Disclosure Letter, the Company does not own any equity interests in any Person. Seller has made available to Purchaser correct and complete copies of the - 26 - Organizational Documents of the Company and the Organizational Documents of the Company’s Subsidiaries, in each case, in effect as of the date of this Agreement.