The Purchaser: (i) is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation; (ii) has all requisite corporate power and authority to own its properties, carry on its business as now being conducted and as contemplated by this Agreement; and (iii) is duly qualified or licensed to do business and is in good standing or has active status in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary.