Organization; Membership Interests. The Xxxxx-Xxxx Parties are duly organized, validly existing and in good standing under the laws of their respective states of formation and are qualified to do business in the State of North Dakota. As of the Closing, following the Mergers, (i) Xxxxx-Xxxx Holdings will be duly organized, validly existing, and in good standing under the laws of the State of Delaware and will own all of the membership interests of Xxxxx-Xxxx FB/M Successor and Xxxxx-Xxxx Successor, and (ii) Pillar Holdings will be duly organized, validly existing, and in good standing under the laws of the State of Delaware and will own all of the membership interests of Pillar FB/M Successor and Pillar Successor. Each of Xxxxx-Xxxx FB/M Successor and Pillar FB/M Successor will be, after the Reorganization, duly organized, validly existing and in good standing under the laws of the State of Texas.
Organization; Membership Interests. Purchaser (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign limited liability company, and is in good standing, in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified as a foreign limited liability company or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Purchaser). Purchaser has delivered to Seller true and complete copies of the Certificate of Formation of the Purchaser and the Operating Agreement. Upon transfer and delivery, as contemplated by this Agreement, the Membership Interests will be duly authorized, validly issued, fully paid and non-assessable, and, except as set forth in the Operating Agreement, will be free of all preemptive or similar rights, and entitled to the rights therein described, free and clear of all Liens.
