Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, under the laws of the State of Delaware with full limited partnership or limited liability company power and authority, as the case may be, necessary to own or lease its properties currently owned or leased and to conduct its business as currently conducted, in each case in all material respects as described in the Disclosure Package and the Final Prospectus, and each of the Partnership 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 in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure to so register or qualify would not 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.
Appears in 4 contracts
Samples: Underwriting Agreement (DCP Midstream Partners, LP), Underwriting Agreement (DCP Midstream Partners, LP), Underwriting Agreement (DCP Midstream Partners, LP)
Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, under the laws of the State of Delaware with full limited partnership or limited liability company power and authority, as the case may be, necessary to own or lease its properties currently owned or leased and to conduct its business as currently conducted, in each case in all material respects as described in the Disclosure Package and the Final Prospectus, and each of the Partnership 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 in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure to so register or qualify would not 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, whole (a “Material Adverse Effect”) ), or (ii) subject the limited partners of the Partnership to any material liability or disability.
Appears in 4 contracts
Samples: Underwriting Agreement (DCP Midstream, LP), Underwriting Agreement (DCP Midstream, LP), Underwriting Agreement (DCP Midstream, LP)
Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed and is validly existing as a corporation, limited partnership, limited liability company or other entity, as applicable, in good standing as a limited partnership or limited liability company, as (to the case may be, extent the equivalent concept exists) under the laws of the State its respective jurisdiction of Delaware formation, with full all corporate, limited partnership or partnership, limited liability company or other entity power and authority, as the case may beapplicable, necessary to own own, operate or lease its properties currently owned or leased and to conduct its business as currently conductedbusiness, in each case case, in all material respects respects, as presently conducted and as described in the Disclosure Package Registration Statement, the Time of Sale Information and the Final ProspectusProspectus (and any amendment or supplement thereto), and each of the Partnership 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 (to the case may be, extent the equivalent concept exists) in each jurisdiction in which its ownership or lease of property properties or the conduct of its businesses business requires such registration or qualification, except where the failure to so register or qualify would not reasonably be expected, individually or in the aggregate, to (i) have a material adverse effect on the condition (financial or otherwiseother), partners’ equitybusiness, stockholders’ equity, members’ equity, results of operationsprospects, properties, business net worth or prospects results of operations of the Partnership Entities and Operating Subsidiariestheir respective subsidiaries, taken as a whole, whole (a “Material Adverse Effect”) ), or (ii) subject the limited partners of the Partnership to any material liability or disability.
Appears in 2 contracts
Samples: Underwriting Agreement (Compressco Partners, L.P.), Underwriting Agreement (Compressco Partners, L.P.)
Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, under the laws of the State of Delaware with full limited partnership or limited liability company power and authority, as the case may be, necessary to own or lease its properties currently owned or leased and to conduct its business as currently conducted, in each case in all material respects as described in the Disclosure Package and the Final Prospectus, and each of the Partnership 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 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 so register or qualify would not 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.
Appears in 2 contracts
Samples: Underwriting Agreement (DCP Midstream Partners, LP), Underwriting Agreement (DCP Midstream Partners, LP)
Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed and formed, is validly existing and in good standing as a limited partnership or limited liability company, as the case may be, under the laws of the State its jurisdiction of Delaware with full limited partnership or limited liability company power organization and authority, as the case may be, necessary to own or lease its properties currently owned or leased and to conduct its business as currently conducted, in each case in all material respects as described in the Disclosure Package and the Final Prospectus, and each of the Partnership 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 (as set forth on Schedule IV) in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure to be so register qualified or qualify would not reasonably be expectedin good standing could not, individually or in the aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), partners’ equity, stockholders’ equityresults of operations, members’ equity, results of operationsequity or partners’ capital, properties, business or prospects of the Partnership Entities and Operating Subsidiariesits subsidiaries, taken as a whole, 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 has all limited partnership or limited liability company power and authority, as the case may be, necessary to own or hold its properties and to conduct the businesses in which it is engaged.
Appears in 2 contracts
Samples: Underwriting Agreement (Summit Midstream Partners, LP), Underwriting Agreement (Summit Midstream Partners, LP)
Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed or incorporated and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, under the laws of the State of Delaware Delaware, with full limited partnership or limited liability company power and authority, as the case may be, necessary to own or lease its properties currently owned or leased and to conduct its business as currently conducted, in each case in all material respects as described in the Disclosure Package and the Final Prospectus, and each of the Partnership 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 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 so register or qualify would not 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, whole (a “Material Adverse Effect”) ), or (ii) subject the limited partners of the Partnership to any material liability or disability.
Appears in 1 contract
Samples: Equity Distribution Agreement (DCP Midstream Partners, LP)
Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, under the laws of the State of Delaware with full limited partnership or limited liability company power and authority, as the case may be, necessary to own or lease its properties currently owned or leased and to conduct its business as currently conducted, in each case in all material respects as described in the Disclosure Package and the Final Prospectus, and each of the Partnership 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 in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure to so register or qualify would not 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, whole (a “Material Adverse Effect”) ), or (ii) subject the limited partners of the Partnership to any material liability or disability.
Appears in 1 contract
Samples: Equity Distribution Agreement (DCP Midstream Partners, LP)
Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, under the laws of the State of Delaware with full limited partnership or limited liability company power and authority, as the case may be, necessary to own or lease its properties currently owned or leased and to conduct its business as currently conducted, in each case in all material respects as described in the Disclosure Package and the Final Prospectus, and each of the Partnership 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 in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure to so register or qualify would not 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, whole (a “Material Adverse Effect”) ), or (ii) subject the limited partners of the Partnership to any material liability or disability.
Appears in 1 contract