DUE FORMATION, ETC. ECIP is a limited partnership duly formed ------------------ and existing under the laws of the State of California and is not insolvent, and has all necessary power and authority to execute and deliver this Agreement and all documents executed by it in connection herewith and to perform all its obligations hereunder and thereunder. This Agreement has been duly authorized by all requisite partnership action on the part of ECIP. ECIP is not a Person other than a United States Person within the meaning of the Code and the transactions contemplated herein are not subject to the withholding provisions of section 3406 or subchapter A of Chapter 3 of the Code. To ECIP's knowledge, each EC/ECA Venture is a duly formed general partnership under the laws of the State of California, and each such partnership conducts business in accordance with all statutes, laws, rules and regulations applicable to it, and does not violate or fail to comply with, any statutes, laws, rules or regulations applicable to it that would have a material adverse effect on the business or operations of any EC/ECA Venture or on the Investor's ability to obtain any financing necessary to close the transactions contemplated by the Transaction Agreement.
DUE FORMATION, ETC. (a) MAALP is limited partnership, duly organized, validly existing and in good standing under the Laws of the State of Tennessee, with all requisite power and authority to own, lease, operate and sell its assets and to carry on its businesses as it is now being conducted. MAALP is in good standing as a foreign entity authorized to do business in each jurisdiction where it engages in business, except to the extent such violation or failure does not cause or is not reasonably expected to cause a Material Adverse Effect.
(b) MAALP owns the interests in the partnerships ("subsidiary partnerships") listed in Schedule 9.1
DUE FORMATION, ETC. 3ECW is a limited partnership duly formed ------------------ and existing under the laws of the State of California and is not insolvent, and has all necessary power and authority to execute and deliver this Agreement and all documents executed by it in connection herewith and to perform all its obligations hereunder and thereunder. This Agreement has been duly authorized by all requisite partnership action on the part of 3ECW. 3ECW is not a Person other than a United States Person within the meaning of the Code and the transactions contemplated herein are not subject to the withholding provisions of section 3406 or subchapter A of Chapter 3 of the Code.
DUE FORMATION, ETC. Intersec is a corporation duly organized, validly existed and in good standing under the laws of the District of Columbia and has the power and authority to incur the U.S. Obligations.
DUE FORMATION, ETC. Seller is a limited partnership duly formed and ------------------ existing under the laws of the State of California and is not insolvent, and has all necessary power and authority to execute and deliver this Agreement and all documents executed by Seller in connection herewith and to perform all its obligations hereunder and thereunder. This Agreement has been duly authorized by all requisite partnership action on the part of Seller's partners. Seller is not a Person other than a United States Person within the meaning of the Code and the transactions contemplated herein are not subject to the withholding provisions of section 3406 or subchapter A of Chapter 3 of the Code.
DUE FORMATION, ETC. The Partnership is a limited partnership duly ------------------- formed and existing under the laws of the State of California and is not insolvent, and has all necessary power and authority to execute and deliver this Agreement and all documents executed by it in connection herewith and to perform all its obligations hereunder and thereunder. This Agreement has been duly authorized by all requisite partnership action on the part of the Partnership. The Partnership is not a Person other than a United States Person within the meaning of the Code and the transactions contemplated herein are not subject to the withholding provisions of section 3406 or subchapter A of Chapter 3 of the Code. The Partnership conducts business in accordance with all statutes, laws, rules and regulations applicable to it, and does not violate or fail to comply with, any statutes, laws, rules or regulations applicable to it that would have a material adverse effect on the business or operations of the Partnership or the Property or on the Investor's ability to obtain any financing necessary to close the transactions contemplated hereby or by the Master Transaction Agreement.
