Common use of Formation and Due Qualification Clause in Contracts

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 Partnership Operating Entities has been duly formed or incorporated and is validly existing as a limited partnership or partnership, limited liability companycompany or corporation, 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 supplements 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 partnership, foreign limited liability companycompany or foreign 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 position (financial or other), partners’, members’ or membersstockholders’ 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 which states of formation and qualification are set forth under its next to the name of each of the Partnership Entities listed on Schedule Schedules III and IV to this Agreement.

Formation and Due Qualification. Each of the Partnership Operating Entities has been duly formed or incorporated and is validly existing as a limited partnership or partnership, limited liability companycompany or corporation, 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 supplements 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 partnership, foreign limited liability companycompany or foreign 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 position (financial or other), partners’, members’ or membersstockholders’ 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 which states of formation and qualification are set forth under its next to the name of each of the Partnership Entities listed on Schedule III and Schedule IV to this Agreement.