Common use of Organization and Valid Existence Clause in Contracts

Organization and Valid Existence. 3.1.1.1 The Seller, a successor by conversion from [REDACTED], a Georgia limited liability company, is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida. The Seller has all necessary power, authority and capacity to enter into this Agreement and the Collateral Agreements and carry out its obligations hereunder and thereunder, to own, manage and lease its property and assets and to carry on the Business as presently conducted by it. True, correct and complete copies of the Seller’s Charter Documents have been delivered to Buyer, as well as true, correct and complete copies of the Seller’s minute books and membership interest transfer records or books, if any. Neither the character of the Seller’s assets nor the nature of the Seller’s business as presently conducted requires the Seller to be qualified to transact business as a foreign entity in any other state or jurisdiction, other than the State of Georgia with respect to which it is qualified to transact business as a foreign entity. 3.1.1.2 The Owner is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida. The Owner has all necessary power, authority and capacity to enter into this Agreement and the Collateral Agreements and carry out its obligations hereunder.