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

Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed or incorporated, is validly existing and in good standing as a limited partnership, limited liability company or corporation under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign limited partnership, limited liability company or corporation in each jurisdiction (as set forth on Schedule V) in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing would not, in the aggregate (i) reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, partners’ capital, properties, business, prospects or net worth of the Partnership and its subsidiaries, 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 has all limited partnership, limited liability company or corporate power and authority, as the case may be, necessary to own or lease its properties and to conduct the businesses in which it is engaged in all material respects.

Appears in 2 contracts

Samples: Underwriting Agreement (Rose Rock Midstream, L.P.), Underwriting Agreement (Rose Rock Midstream, L.P.)

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Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed or incorporatedformed, is validly existing and in good standing as a limited partnership, partnership or limited liability company or corporation company, as the case may be, under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign limited partnership, partnership or limited liability company or corporation company, as the case may be, in each jurisdiction (as set forth on Schedule V) in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing would could not, in the aggregate (i) aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), results of operations, members’ equity or partners’ capital, properties, business, business or prospects or net worth of the Partnership and its subsidiaries, 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 has all limited partnership, partnership or limited liability company or corporate power and authority, as the case may be, necessary to own or lease hold its properties and to conduct the businesses in which it is engaged in all material respectsengaged.

Appears in 1 contract

Samples: Underwriting Agreement (Summit Midstream Partners, LP)

Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed or incorporatedorganized, is validly existing and in good standing as a limited partnership, limited liability company or corporation general partnership, as the case may be, under the laws of its jurisdiction of organization and is duly qualified to do business and is in good standing as a foreign limited partnership, limited liability company or corporation general partnership, as the case may be, in each jurisdiction (as set forth on Schedule V) 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 qualified or in good standing would could not, in the aggregate (i) aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results statements of operationsincome, partnersunitholderscapitalequity, properties, businessassets, business or prospects or net worth of the Partnership and its subsidiaries, Entities taken as a whole 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 Partnership Entities has all limited partnership, limited liability company or corporate power and authority, as the case may be, authority necessary to own or lease hold its properties and to conduct the businesses in which it is engaged in all material respectsengaged.

Appears in 1 contract

Samples: Underwriting Agreement (Shell Midstream Partners, L.P.)

Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed or incorporatedorganized, is validly existing and in good standing as a limited partnership, limited liability company or corporation general partnership, as the case may be, under the laws of its jurisdiction of organization and is duly qualified to do business and is in good standing as a foreign limited partnership, limited liability company or corporation general partnership, as the case may be, in each jurisdiction (as set forth on Schedule V) 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 qualified or in good standing would not, in the aggregate (i) not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), results of operations, partnersunitholderscapitalequity, properties, businessassets, business or prospects or net worth of the Partnership and its subsidiaries, Entities taken as a whole 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 Partnership Entities has all limited partnership, limited liability company or corporate power and authority, as the case may be, authority necessary to own or lease hold its properties and to conduct the businesses in which it is engaged in all material respectsengaged.

Appears in 1 contract

Samples: Underwriting Agreement (Howard Midstream Partners, LP)

Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed or incorporated, is validly existing and in good standing as a limited partnership, limited liability company or corporation under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign limited partnership, limited liability company or corporation in each jurisdiction (as set forth on Schedule VExhibit B) in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing would not, in the aggregate (i) reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, partners’ capital, properties, business, prospects or net worth of the Partnership and its subsidiaries, 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 has all limited partnership, limited liability company or corporate power and authority, as the case may be, necessary to own or lease its properties and to conduct the businesses in which it is engaged in all material respects.

Appears in 1 contract

Samples: Equity Distribution Agreement (Rose Rock Midstream, L.P.)

Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed or incorporatedformed, is validly existing and in good standing as a limited partnership, partnership or limited liability company or corporation company, as the case may be, under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign limited partnership, partnership or limited liability company or corporation company, as the case may be, in each jurisdiction (as set forth on Schedule VII) in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing would could not, in the aggregate (i) aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), results of operations, members’ equity or partners’ capital, properties, business, business or prospects or net worth of the Partnership and its subsidiaries, 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 has all limited partnership, partnership or limited liability company or corporate power and authority, as the case may be, necessary to own or lease hold its properties and to conduct the businesses in which it is engaged in all material respectsengaged.

Appears in 1 contract

Samples: Equity Distribution Agreement (Summit Midstream Partners, LP)

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Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed or incorporatedformed, is validly existing and in good standing as a limited partnership, partnership or limited liability company or corporation company, as the case may be, under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign limited partnership, partnership or limited liability company or corporation company, as the case may be, in each jurisdiction (as set forth on Schedule VVI) in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing would could not, in the aggregate (i) aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), results of operations, members’ equity or partners’ capital, properties, business, business or prospects or net worth of the Partnership and its subsidiaries, 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 has all limited partnership, partnership or limited liability company or corporate power and authority, as the case may be, necessary to own or lease hold its properties and to conduct the businesses in which it is engaged in all material respectsengaged.

Appears in 1 contract

Samples: Underwriting Agreement (Summit Midstream Partners, LP)

Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed or incorporatedformed, is validly existing and in good standing as a limited partnership, partnership or limited liability company or corporation company, as the case may be, under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign limited partnership, partnership or limited liability company or corporation company, as the case may be, in each jurisdiction (as set forth on Schedule VIII) in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing would could not, in the aggregate (i) aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), results of operations, members’ equity or partners’ capital, properties, business, business or prospects or net worth of the Partnership and its subsidiaries, 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 has all limited partnership, partnership or limited liability company or corporate power and authority, as the case may be, necessary to own or lease hold its properties and to conduct the businesses in which it is engaged in all material respectsengaged.

Appears in 1 contract

Samples: Underwriting Agreement (Summit Midstream Partners, LP)

Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly formed or incorporatedorganized, is validly existing and in good standing as a limited partnership, limited liability company or corporation general partnership, as the case may be, under the laws of its jurisdiction of organization and is duly qualified to do business and is in good standing as a foreign limited partnership, limited liability company or corporation general partnership, as the case may be, in each jurisdiction (as set forth on Schedule V) 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 qualified or in good standing would could not, in the aggregate (i) aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, partnersunitholderscapitalequity, properties, businessassets, business or prospects or net worth of the Partnership and its subsidiaries, Entities taken as a whole 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 Partnership Entities has all limited partnership, limited liability company or corporate power and authority, as the case may be, authority necessary to own or lease hold its properties and to conduct the businesses in which it is engaged in all material respectsengaged.

Appears in 1 contract

Samples: Underwriting Agreement (Shell Midstream Partners, L.P.)

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