Common use of Existence; Qualification Clause in Contracts

Existence; Qualification. (a) Contributor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite organizational power, authority, material governmental licenses, authorizations, consents and approvals to own, lease and operate its properties, including the Membership Interests, and to carry on its business as it is now being conducted. Contributor is duly qualified, registered or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which it currently conducts businesses or owns, operates, leases, licenses, uses or operates any properties or assets, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have a Contributor Material Adverse Effect. (b) As of the Closing Date, Kemmerer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite organizational power, authority, material governmental licenses, authorizations, consents and approvals to own and lease its properties, including the Assets, and to operate its properties. As of the Closing Date, Kemmerer is duly qualified, registered or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which it currently conducts businesses or owns, operates, leases, licenses, uses or operates any properties or assets, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have a Contributor Material Adverse Effect. As of the Closing Date, Contributor has delivered to the Partnership true, correct and complete copies of the Organizational Documents of Kemmerer, as in effect on the Closing Date. As of the Closing Date, all such Organizational Documents are in full force and effect, and Kemmerer is not in violation of any provision of its Organizational Documents.

Existence; Qualification. (a) Contributor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite organizational power, authority, material governmental licenses, authorizations, consents and approvals to own, lease and operate its properties, including including, through WKI, the Membership InterestsAssets, and to carry on its business as it is now being conducted. Contributor is duly qualified, registered or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which it currently conducts businesses or owns, operates, leases, licenses, uses or operates any properties or assets, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have a Contributor Material Adverse Effect. Contributor has delivered to the Partnership true, correct and complete copies of the Organizational Documents of Contributor as currently in effect. (b) As of the Closing Date, Kemmerer WKFCH is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite organizational power, authority, material governmental licenses, authorizations, consents and approvals to own and lease its properties, including the Assets, and to operate its propertiesproperties and to have the Xxxxxxxx Mining Operation conducted thereon. As of the Closing Date, Kemmerer WKFCH is duly qualified, registered or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which it currently conducts businesses or owns, operates, leases, licenses, uses or operates any properties or assets, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have a Contributor Material Adverse Effect. As of the Closing Date, Contributor has delivered to the Partnership true, correct and complete copies of the Organizational Documents of KemmererWKFCH, as in effect on the Closing Date. As of the Closing Date, all such Organizational Documents are in full force and effect, and Kemmerer WKFCH is not in violation of any provision of its Organizational Documents. (c) As of the Closing Date, WKFCH has been formed solely for the purpose of engaging in the transactions contemplated hereby, and has not engaged in any activities other than as contemplated by this Agreement.