Common use of Formation and Qualification of the Partnership and the Operating Partnership Clause in Contracts

Formation and Qualification of the Partnership and the Operating Partnership. Each of the Partnership and Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended (the “Delaware LP Act”), with full partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business, in each case in all material respects as described in the Registration Statement and the Prospectus, and is duly registered or qualified to do business as a foreign limited partnership and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify would not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, unitholders’ equity, earnings, condition (financial or otherwise), results of operations or prospects of the Partnership and its Subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Partnership to perform its obligations under this Agreement.

Formation and Qualification of the Partnership and the Operating Partnership. Each of the Partnership and Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended (the “Delaware LP Act”), with full partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business, in each case in all material respects as described in the Registration Statement and the Prospectus, and is duly registered or qualified to do business as a foreign limited partnership and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify would not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, unitholders’ equity, earnings, condition (financial or otherwise), results of operations or prospects of the Partnership and its Subsidiariessubsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Partnership to perform its obligations under this Agreement.

Formation and Qualification of the Partnership and the Operating Partnership. Each of the Partnership and Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) ), has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended (the “Delaware LP Act”), with full partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business, in each case in all material respects as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and is duly registered or qualified to do business as a foreign limited partnership and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify would not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, unitholders’ equity, earnings, condition (financial or otherwise), results of operations or prospects of the Partnership and its Subsidiariessubsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Partnership to perform its obligations under this Agreement.

Formation and Qualification of the Partnership and the Operating Partnership. Each of the Partnership and Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) ), has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended (the “Delaware LP Act”), with full partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business, in each case in all material respects as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and is duly registered or qualified to do business as a foreign limited partnership and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify would not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, unitholders’ equity, earnings, condition (financial or otherwise), results of operations or prospects of the Partnership and its Subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Partnership to perform its obligations under this Agreement.