Common use of Organization, Qualification and Authority Clause in Contracts

Organization, Qualification and Authority. Seller is a limited liability company organized, validly existing and in good standing in the State of Delaware, and is in good standing and qualified to do business as a foreign limited liability company in the State of West Virginia. Seller has full power and authority to own and operate the Facility and its Assets as presently owned and operated and to carry on its business as it is now being conducted. Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizations. Except as set forth on Exhibit 3.1, no other action, consent or approval on the part of Seller or any other person or entity is necessary to authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by Seller, upon execution and delivery thereof, constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms.

Organization, Qualification and Authority. Seller REP is a limited liability company organized, partnership duly organized and validly existing and in good standing in under the laws of the State of Delaware, and is in good standing and duly qualified to do business as a foreign limited liability company partnership in all jurisdictions where the State operation of West Virginiaits respective business or the ownership of its respective properties make such qualification necessary. Seller REP has full power and authority to own own, lease and operate the Facility its facilities and its Assets assets as presently owned owned, leased and operated operated, and to carry on its business as it is now being conducted. Seller REP owns no capital stock, security, interest or other right, or any option or warrant convertible into the same, of any Person. There are approximately 200 limited partnership interest holders of REP as of the date hereof. 4 R Oil and Gas, LLC is the general partner of REP. REP has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by SellerREP, have been duly authorized by all necessary action on the part of Seller and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizationsREP. Except as set forth on Exhibit 3.1, no No other action, consent or approval on the part of Seller REP or any other person Person or entity is necessary to authorize SellerREP’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by SellerREP, upon due execution and delivery thereof, shall constitute the valid and binding obligations of SellerREP, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

Organization, Qualification and Authority. The Seller is a limited liability company organized, corporation duly organized and validly existing and in good standing in under the laws of the State of DelawareWashington, and is in good standing and duly qualified to do business as a foreign limited liability company corporation in all jurisdictions where the State operation of West Virginiaits respective business or the ownership of its respective properties make such qualification necessary. Seller has full power and authority to own own, lease and operate the Facility facilities and its Assets assets as presently owned owned, leased and operated operated, and to carry on its business as it is now being conducted. The shareholders of Seller as of the date hereof are set forth on Schedule 4.1. Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizationsSeller. Except as set forth on Exhibit 3.1, no No other action, consent or approval on the part of Seller or any other person Person or entity is necessary to authorize each of Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by Seller, upon due execution and delivery thereof, shall constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

Organization, Qualification and Authority. Seller is a limited liability company corporation organized, validly existing and in good standing in the State Commonwealth of Delaware, and is in good standing and qualified to do business as a foreign limited liability company in the State of West VirginiaKentucky. Seller has full power and authority to own and operate the Facility and its Assets as presently owned and operated and to carry on its business as it is now being conducted. Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizations. Except as set forth on Exhibit 3.1-A, no other action, consent or approval on the part of Seller or any other person or entity is necessary to authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. The Shareholders are, collectively, the holders of all outstanding equity ownership of any kind of the Company, and their respective ownership is set forth on Exhibit 3.1-B. This Agreement and all other agreements and documents executed in connection herewith by Seller, upon execution and delivery thereof, constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms.

Organization, Qualification and Authority. The Seller is a limited liability company organized, duly organized and validly existing and in good standing in under the State laws of Delawareits State’s jurisdiction, and is in good standing and duly qualified to do business as a foreign limited liability company in all jurisdictions where the State operation of West Virginiathe Markets or the ownership of its properties make such qualification necessary. Seller has full power and authority to own own, lease and operate the Facility Assets and its Assets facilities as presently owned owned, leased and operated operated, and to carry on its business the Markets as it is now being conducted. Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizationsSeller. Except as set forth on Exhibit 3.1, no No other action, consent or approval on the part of Seller or any other person Person or entity is necessary to authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This In order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by Seller, upon due execution and delivery thereof, shall constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

Organization, Qualification and Authority. Seller Each of the Sellers is a limited liability company organized, corporation duly organized and validly existing and in good standing in under the laws of the State of DelawareFlorida, and is in good standing and duly qualified to do business as a foreign limited liability company corporation in all jurisdictions where the State operation of West Virginiaits respective business or the ownership of its respective properties make such qualification necessary. Seller has Sellers have full power and authority to own own, lease and operate the Facility their facilities and its Assets assets as presently owned owned, leased and operated operated, and to carry on its their business as it is they are now being conducted. Seller has Sellers own no capital stock, security, interest or other right, or any option or warrant convertible into the same, of any Person. The shareholders of Sellers as of the date hereof are set forth on Schedule 4.1. Sellers have the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by SellerSellers, have been duly authorized by all necessary action on the part of Seller and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizationsSellers. Except as set forth on Exhibit 3.1, no No other action, consent or approval on the part of Seller Sellers or any other person Person or entity is necessary to authorize each of Seller’s 's due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by SellerSellers, upon due execution and delivery thereof, shall constitute the valid and binding obligations of SellerSellers, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Seller is a limited liability company organized, duly formed and validly existing and in good standing in under the laws of the State of Delaware, and Illinois. Seller is in good standing and is duly qualified to do business as a foreign limited liability company corporation in all jurisdictions where the State operation of West Virginiaits business or the ownership of its properties make such qualification necessary. Seller has full the requisite corporate power and authority to own own, lease and operate the Facility its facilities and its Assets assets as presently owned owned, leased and operated operated, and to carry on its business as it is now being conducted. Seller owns no capital stock, security, interest or other right, or any option or warrant convertible into the same, of any Person. Seller has the full requisite right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller herebyhereunder. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizationsSeller. Except as set forth on Exhibit 3.1, no No other action, consent or approval on the part of Seller Seller, or any other person Person or entity is necessary to authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by Seller, upon due execution and delivery thereof, shall constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

Organization, Qualification and Authority. The Seller is a limited liability company organized, sub-chapter S corporation duly organized and validly existing and in good standing in under the State laws of Delawareits State’s jurisdiction, and is in good standing and duly qualified to do business as a foreign limited liability company in all jurisdictions where the State operation of West Virginiathe Business or the ownership of its properties make such qualification necessary. Seller has full power and authority to own own, lease and operate the Facility Assets and its Assets facilities as presently owned owned, leased and operated operated, and to carry on its business the Business as it is now being conducted. Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizationsSeller. Except as set forth on Exhibit 3.1, no No other action, consent or approval on the part of Seller or any other person Person or entity is necessary to authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This In order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by Seller, upon due execution and delivery thereof, shall constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

Organization, Qualification and Authority. Seller The Company is a limited liability company organized, corporation duly organized and validly existing and in good standing in under the laws of the State of DelawareNevada, and is in good standing and duly qualified to do business as a foreign limited liability company corporation in all jurisdictions where the State operation of West Virginiaits business or the ownership of its properties make such qualification necessary. Seller The Company has full the requisite corporate power and authority to own own, lease and operate the Facility its facilities and its Assets assets as presently owned owned, leased and operated operated, and to carry on its respective business as it is now being conducted. Seller has The Company owns no capital stock, security, interest or other right, or any option or warrant convertible into the full same, of any Person. The Company and Sellers have the requisite or individual right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller herebyhereunder. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Sellerthe Company and Sellers, have been duly authorized by all necessary action on the part of Seller the Company and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizationsSellers, respectively. Except as set forth on Exhibit 3.1, no No other action, consent or approval on the part of Seller the Company or Sellers or any other person Person or entity entity, is necessary to authorize Seller’s the Company's and Sellers' due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewithhereto. This Agreement and all other agreements and documents executed in connection herewith by Sellerthe Company and Sellers, upon due execution and delivery thereof, shall constitute the valid and binding obligations of Sellerthe Company and Sellers, respectively, enforceable in accordance with their respective its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. The Seller is a limited liability company organized, duly organized and validly existing and in good standing in under the State laws of Delawareits State’s jurisdiction, and is in good standing and duly qualified to do business as a foreign limited liability company in all jurisdictions where the State operation of West Virginiathe Business or the ownership of its properties make such qualification necessary. Seller has full power and authority to own own, lease and operate the Facility Assets and its Assets facilities as presently owned owned, leased and operated operated, and to carry on its business the Business as it is now being conducted. Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizationsSeller. Except as set forth on Exhibit 3.1, no No other action, consent or approval on the part of Seller or any other person Person or entity is necessary to authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This In order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by Seller, upon due execution and delivery thereof, shall constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

Organization, Qualification and Authority. The Seller is a limited liability company organized, an Iowa corporation duly organized and validly existing and in good standing in under the State laws of Delawareits State’s jurisdiction, and is in good standing and duly qualified to do business as a foreign limited liability company in all jurisdictions where the State operation of West Virginiathe Business or the ownership of its properties make such qualification necessary. Seller has full power and authority to own own, lease and operate the Facility Assets and its Assets facilities as presently owned owned, leased and operated operated, and to carry on its business the Business as it is now being conducted. Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of such Seller hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller and Seller has provided Buyer certified copies of resolutions or consents of Seller evidencing such authorizationsSeller. Except as set forth on Exhibit 3.1, no No other action, consent or approval on the part of Seller or any other person Person or entity is necessary to authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This In order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by Seller, upon due execution and delivery thereof, shall constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.