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

Formation and Qualification of the Partnership Entities. Each of the General Partner, the Partnership, the OLPGP, the Operating LLC and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and the OLPGP, to act as general partner of the Partnership and managing member of the Operating LLC, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of the General Partner, the Partnership, the OLPGP, the Operating LLC and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) Entities has been duly formed or incorporatedincorporated and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction the State of formation Delaware, with full partnership or incorporationlimited liability company power and authority, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold lease its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and to conduct its business as currently conducted or to be conducted on the businesses in which it is engaged and, in the case of the General Partner Closing Date and the OLPGP, to act as general partner of the Partnership and managing member of the Operating LLC, respectivelyeach settlement date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. Each , and each of the Partnership Entity Entities is duly registered or qualified to do business and is in good standing as a foreign corporation, limited partnership or limited liability company or limited partnershipcompany, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification registration or registrationqualification, except where the failure so to so register or qualify or register would notnot reasonably be expected, individually or in the aggregate, to (i) have a material adverse effect on the condition (financial or otherwise), partners’ equity, stockholders’ equity, members’ equity, results of operations, properties, business or prospects of the Partnership Entities and Operating Subsidiaries taken as a whole (a “Material Adverse Effect”), or (ii) or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of the General Partner, the Partnership, the OLPGP, the Operating LLC and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) Entities has been duly formed or incorporatedincorporated and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction the State of formation Delaware, with full partnership or incorporationlimited liability company power and authority, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold lease its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and to conduct its business as currently conducted or to be conducted on the businesses in which it is engaged and, in the case of the General Partner Closing Date and the OLPGP, to act as general partner of the Partnership and managing member of the Operating LLC, respectivelyeach settlement date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. Each , and each of the Partnership Entity Entities is duly registered or qualified to do business and is in good standing as a foreign corporation, limited partnership or foreign limited liability company or limited partnershipcompany, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification registration or registrationqualification, except where the failure so to so register or qualify or register would notnot reasonably be expected, individually or in the aggregate, to (i) have a material adverse effect on the condition (financial or otherwise), partners’ equity, stockholders’ equity, members’ equity, results of operations, properties, business or prospects of the Partnership Entities and Operating Subsidiaries taken as a whole (a “Material Adverse Effect”), or (ii) or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of the General Partner, the Partnership, the OLPGP, the Operating LLC and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) Entities has been duly formed or incorporatedincorporated and is validly existing in good standing as a limited partnership or limited liability company under the laws of the State of Delaware with full partnership or limited liability company power and authority, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold lease its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and to conduct its business as currently conducted or to be conducted on the businesses in which it is engaged and, in the case of the General Partner Closing Date and the OLPGP, to act as general partner of the Partnership and managing member of the Operating LLC, respectivelyeach settlement date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. Each Partnership Entity , and each of them is duly registered or qualified to do business and is in good standing as a foreign corporation, limited partnership or limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification registration or registrationqualification, except where the failure so to so register or qualify or register would notnot reasonably be expected, individually or in the aggregate, to (i) have a material adverse effect on the condition (financial or otherwise), partners’ equity, stockholders’ equity, members’ equity, results of operations, properties, business or prospects of the Partnership Entities and Operating Subsidiaries taken as a whole (a “Material Adverse Effect”) or (ii) subject the limited partners of the Partnership to any material liability or disability.