Common use of Organization and Valid Existence Clause in Contracts

Organization and Valid Existence. 3.1.1.1 The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Georgia. The Company 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 (including, without limitation, the property and assets shown in the Financial Statements), and to carry on the Business as presently conducted by it. True, correct and complete copies of the Company’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 Company’s assets nor the nature of the Company’s business as presently conducted requires the Company to be qualified to transact business as a foreign entity in any other state or jurisdiction. 3.1.1.2 The Seller is a professional corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and with all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations thereunder.