Formation and Due Qualification Sample Clauses

Formation and Due Qualification. Each of the Partnership Entities has been duly formed or incorporated and is validly existing as a limited partnership or limited liability company, as the case may be, in good standing under the laws of its respective jurisdiction of formation or incorporation with all necessary power and authority to own or lease its properties and to conduct its business, in all material respects as described in the Disclosure Package and the Final Prospectus (and any amendments or supplement thereto). Each of the Partnership Entities is, and at each Delivery Date will be, duly registered or qualified to do business and is in good standing as a foreign limited partnership or foreign limited liability company, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure so to register or qualify would not (i) have a material adverse effect on the position (financial or other), partners’ or members’ equity, results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or (ii) subject the limited partners of the Partnership to any material liability or disability, as set forth under its name on Schedule III to this Agreement.

Formation and Due Qualification. Each of the ▇▇▇▇▇▇ Entities has been duly formed or incorporated and is validly existing as a limited partnership, limited liability company or corporation, as the case may be, in good standing under the laws of its respective jurisdiction of formation or incorporation, and is, or at the Closing Date will be, duly registered or qualified to do business and is in good standing as a foreign limited partnership, limited liability company or corporation, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure so to register or qualify would not (i) have a material adverse effect on the consolidated financial position, partners' or members' equity, results of operations, business or prospects of the Partnership Entities taken as a whole (a "Material Adverse Effect") or (ii) subject the limited partners of the Partnership to any material liability or disability. Each of the ▇▇▇▇▇▇ Entities has all limited partnership, limited liability company or corporate, as the case may be, power and authority necessary to own or lease its properties currently owned or leased or to be owned or leased at the Closing Date, to assume the liabilities assumed or being assumed by it pursuant to the Transaction Documents and to conduct its business as currently conducted and as to be conducted at the Closing Date, in each case in all material respects as described in the Prospectus.

Formation and Due Qualification. Each of the Partnership Entities has been duly formed and is validly existing as a limited partnership or limited liability company, as the case may be, in good standing under the laws of its respective jurisdiction of formation, and is duly registered or qualified to do business and is in good standing as a foreign limited partnership or limited liability company, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure so to register or qualify would not (i) have a material adverse effect on the consolidated financial position, partners' or members' equity, results of operations, business or prospects of the Partnership Entities taken as a whole (a "Material Adverse Effect") or (ii) subject the limited partners of the Partnership to any material liability. Each of the Partnership Entities has all requisite limited partnership or limited liability company, as the case may be, power and authority necessary to own or lease its properties currently owned, and to conduct its business as currently conducted, in each case in all material respects as described in the Registration Statement, the Disclosure Package and the Prospectus.

Formation and Due Qualification. Each of the Quest Entities has been duly formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of its jurisdiction of incorporation, organization or formation, as the case may be, and is duly registered or qualified to do business and is in good standing as a foreign corporation, limited partnership or limited liability company, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure so to register or qualify would not (i) have a material adverse effect on the condition, financial or otherwise, results of operations, business affairs or business prospects of the Partnership Entities taken as a whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”) or (ii) subject the limited partners of the Partnership to any material liability or disability. Each of the Quest Entities has all corporate, limited partnership or limited liability company, as the case may be, power and authority necessary to enter into and perform its obligations under the Transaction Documents to which it is a party, own or lease its properties currently owned or leased or to be owned or leased at the Closing Date and each Option Closing Date, and to conduct its business as currently conducted or as to be conducted on the Closing Date and each Option Closing Date, in each case in all material respects as described in the Registration Statement, the Disclosure Package and the Prospectus.

Formation and Due Qualification. The Selling Unitholder has been duly formed and is validly existing and in good standing under the laws of the State of Delaware.

Formation and Due Qualification. Each of the Partnership Entities has been duly formed and is validly existing as a limited partnership or limited liability company, as the case may be, in good standing under the laws of its respective jurisdiction of formation, and is duly registered or qualified to do business and is in good standing as a foreign limited partnership or limited liability company, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure so to register or qualify or be in good standing would not (i) have a material adverse effect on the consolidated financial position, partners' or members' equity, results of operations, business or prospects of the Partnership Entities taken as a whole (a "Material Adverse Effect") or (ii) subject the limited partners of the Partnership to any material liability. Each of the Partnership Entities has all requisite limited partnership or limited liability company, as the case may be, power and authority necessary to own or lease its properties currently owned, and to conduct its business as currently conducted, in each case in all material respects as described in the Registration Statement, the Disclosure Package and the Prospectus. Schedule III hereto sets forth a true, correct and complete list of the jurisdiction of formation for each of the Partnership Entities as well as each state where such Partnership Entities are qualified to do business.

Formation and Due Qualification. Each of the Partnership Entities and Genesis Energy, Inc., a Delaware corporation (the "GENERAL PARTNER") has been duly formed or incorporated and is validly existing as a limited partnership or corporation, as the case may be, in good standing under the laws of Delaware, and is duly registered or qualified to do business and is in good standing as a foreign limited partnership or corporation, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure so to register or qualify would not (i) have a material adverse effect on the consolidated financial position, partners' or shareholders' equity, results of operations, business or prospects of the Partnership Entities, taken as a whole (a "MATERIAL ADVERSE EFFECT") or (ii) subject the limited partners of the Partnership to any material liability or disability. Each of the Partnership Entities and the General Partner has all limited partnership or corporate, as the case may be, power and authority necessary to own or lease its properties, and to conduct its business, in each case in all material respects as described in the Prospectus.

Formation and Due Qualification. Each of Continental and ▇▇▇▇▇▇ (the "Oklahoma Entities") has been duly formed and is validly existing as a limited partnership or limited liability company, as the case may be, in good standing under the laws of the State of Oklahoma. Each of the Oklahoma Entities has all limited partnership or limited liability company, as the case may be, power and authority necessary to own or lease its properties and to conduct its business, in each case in all material respects as described in the Prospectus. Each of the Oklahoma Entities is duly registered or qualified to do business and is in good standing as a foreign limited partnership or foreign limited liability company, as the case may be, in each jurisdiction set forth under its name on Schedule II to this Agreement.

Formation and Due Qualification. Each of the Partnership Entities has been duly formed or incorporated and is validly existing as a limited partnership, limited liability company, as the case may be, in good standing under the laws of its respective jurisdiction of formation or incorporation, and is, or at the Closing Date will be, duly registered or qualified to do business and is in good standing as a foreign limited partnership or foreign limited liability company, as the case may be, in each jurisdiction, as set forth under its name on Schedule II of the Agreement, in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure so to register or qualify would not (i) have a material adverse effect on the consolidated financial position, partners’ or members’ equity, results of operations, business or prospects of the Partnership Entities taken as a whole or (ii) subject the limited partners of the Partnership to any material liability or disability. Each of the Partnership Entities has all limited partnership or limited liability company, as the case may be, power and authority necessary to own or lease its properties currently owned or leased or to be owned or leased at the Closing Date, to assume the liabilities assumed or being assumed by it pursuant to the Transaction Documents and to conduct its business as currently conducted and as to be conducted at the Closing Date, in each case in all material respects as described in the Prospectus. 2. Ownership of the General Partner Interest in the Partnership. At the Closing Date and, if applicable, the Option Closing Date, after giving effect to the Transactions, the General Partner will be the sole general partner of the Partnership with a 2% general partner interest in the Partnership. Such general partner interest will be duly authorized and validly issued in accordance with the Partnership Agreement and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-303 and 17-607 of the Delaware LP Act, and the General Partner will own such general partner interest free and clear of all liens, encumbrances (except restrictions on transferability described in the Prospectus or the Partnership Agreement), security interests, equities, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware namin...