Common use of Organization, Qualification and Power Clause in Contracts

Organization, Qualification and Power. (a) Parent is a corporation, duly organized, validly existing and in good standing under the Laws of the Commonwealth of Virginia, and has full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (b) Contributor is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Utah, and has full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (c) The Company and each Company Subsidiary (other than White River Hub) is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Utah. White River Hub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. (d) The Company and each Company Subsidiary has all requisite limited liability company power and authority to own, lease and operate its assets and to conduct its business as now conducted. The Company and each Company Subsidiary is duly licensed or qualified to transact business as a foreign limited liability company in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except in those jurisdictions where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect.