Organization and Compliance. This Agreement and the laws of the State of Delaware shall govern the affairs of the Company. The Company shall immediately, and from time to time hereafter, as may be required by law, execute any required amendments to its Certificate of Formation, and do all filings, recordings and other acts as may be appropriate to comply with the operation of the Company under the Act.
Organization and Compliance. The Company was formed pursuant to the filing of a Certificate of Formation with the Delaware Secretary of State on 14 July 2008, which Certificate of Formation has been amended and restated for the purpose of confirming the effective date of the Company’s formation and providing for indemnification of the Company’s members, managers, officers and agents to the fullest extent permitted by law. This Agreement and the laws of the State of Delaware shall govern the affairs of the Company. The Company shall immediately, and from time to time hereafter, as may be required by law, execute any additional required amendments to its Amended and Restated Certificate of Formation, and do all filings, recordings and other acts as may be appropriate to comply with the operation of the Company under the Act.
Organization and Compliance. The Company was formed pursuant to the filing of a Certificate of Formation with the Delaware Secretary of State on December 22, 2010. This Agreement and the laws of the State of Delaware shall govern the affairs of the Company. The Company shall immediately, and from time to time hereafter, as may be required by law, execute any additional required amendments to its Certificate of Formation, and do all filings, recording and others acts as may be appropriate to comply with the operation of the Company under the Act.
Organization and Compliance. The Company was formed as “Atlantic NPRB Holdings, LLC” pursuant to the filing of a Certificate of Formation with the Delaware Secretary of State on June 20, 2012, which Certificate of Formation has been amended and restated for the purpose of changing the Company’s name to “Arrowhead III LLC”, confirming the Company’s registered agent, and providing for the indemnification of the Company’s members, managers, officers and agents to the fullest extent permitted by law. This Agreement and the laws of the State of Delaware shall govern the affairs of the Company. The Company shall immediately, and from time to time hereafter, as may be required by law, execute any additional required amendments to its Certificate of Formation, and do all filings, recording and others acts as may be appropriate to comply with the operation of the Company under the Act.
Organization and Compliance. Each of Metal Resources and the Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with its principal offices and places of business at the locations specified in Schedules 3.2(a) and (b), respectively. Except for Metal Resources' ownership of the Company Membership Interests (as defined in Section 3.3, below), neither Metal Resources nor the Company has any interest, direct or indirect, nor does Metal Resources or the Company otherwise control, directly or indirectly, or have any equity participation, directly or indirectly, nor have any commitment or right to purchase or otherwise acquire any interest, direct or indirect, or obligation to provide funds to or make any investment in any other corporation, limited liability company, partnership, joint venture or other business enterprise. Each of Metal Resources and the Company has all requisite limited liability company power and authority and is entitled to own or lease its properties, and in the case of the Company, to carry on the Business as and in all places where such Business is now conducted and such properties are owned or leased. Each of Metal Resources and the Company is duly licensed, in good standing and qualified or domesticated as a foreign limited liability company in the jurisdictions listed in Schedule 3.2(c), which are the only jurisdictions where the character of the property owned by it or the nature of the Business makes such license, qualification or domestication necessary, except where the failure to be so licensed, in good standing and qualified or domesticated would not be material to Metal Resources or the Company. Except for the ownership of the Company Membership Interests, Metal Resources (i) is not actively involved in any other business or operations, and (ii) it does not own any material assets, including any interest in real property.
Organization and Compliance. The Company was formed effective 15 October 2009 by filing with the Oregon Secretary of State Articles of Conversion on behalf of the Company’s predecessor, Kennecott Coal Sales Company, for the purpose of converting Kennecott Coal Sales Company, an Oregon corporation, to an Oregon limited liability company to be known as Kennecott Coal Sales LLC. This Agreement and the laws of the State of Oregon shall govern the affairs of the Company. The Company shall immediately, and from time to time hereafter, as may be required by law, execute any additional required amendments to its Articles of Organization, and do all filings, recordings and other acts as may be appropriate to comply with the operation of the Company under the Statute.
Organization and Compliance. The Company was formed effective 15 October 2009 by filing with the Oregon Secretary of State Articles of Conversion on behalf of the Company’s predecessor, Prospect Land and Development Company, Inc., for the purpose of converting Prospect Land and Development Company, Inc., an Oregon corporation, to an Oregon limited liability company to be known as Prospect Land and Development LLC. This Agreement and the laws of the State of Oregon shall govern the affairs of the Company. The Company shall immediately, and from time to time hereafter, as may be required by law, execute any additional required amendments to its Articles of Organization, and do all filings, recordings and other acts as may be appropriate to comply with the operation of the Company under the Statute.
Organization and Compliance. Except as stated in Section 3.16(b) of the Disclosure Schedule, no employees of the Business are represented by any labor union, labor organization or works council with respect to their employment or other relationship with Seller, and, to Seller’s Knowledge, no union organizing activity is pending or threatened relating to employees of the Business. There is no unfair labor practice charge or complaint pending or, to Seller’s Knowledge, threatened against Seller in connection with the Business. There is no labor strike, slowdown, stoppage, walkout, lockout or other labor-related dispute pending or threatened against or affecting Seller in connection with the Business. There are no administrative charges or court complaints pending or, to Seller’s Knowledge, threatened, before any Governmental Authority against Seller in connection with the Business concerning alleged employment discrimination, wage and/or hour violation, retaliation, safety or health violation or otherwise by or on behalf of any employee or independent contractor of the Business. The Seller has not received any written notice regarding any pending or threatened audits or investigations by any Governmental Authority with respect to Seller in connection with the Business concerning an employee-related matter, pay or benefits that would reasonably be expected to be material to the Business taken as a whole.
Organization and Compliance. NW Corp is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. NW Corp has all requisite corporate power and authority and is entitled to own or lease the Transferred Assets and Transferred Interests.
Organization and Compliance. (a) The Company is duly incorporated and validly existing under the Laws of the State of Delaware, with power and authority to own, lease and operate its properties and carry on its business as now being conducted and as contemplated to be conducted.
(b) The Company is duly qualified or authorized to do business as a foreign corporation and is in good standing under the Laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect.
(c) The Purchaser has received true and accurate copies of the Organizational Documents of the Company as of the date of this Agreement.
(d) The Company maintains all corporate, shareholder or other records and registries required by Law. True and complete copies of all such documents have been delivered to the Purchaser. DAL:0506861/00010:1931463v15
