Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly organized, is validly existing and in good standing as a limited partnership, limited liability company or 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 general 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 registration or qualification, except where the failure to be so qualified or in good standing could not, in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, unitholders’ equity, properties, assets, business or prospects of the Partnership Entities taken as a whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability. Each of the Partnership Entities has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged. The Partnership does not own or control, directly or indirectly, any corporation, association or other entity other than the Operating Subsidiaries. None of the subsidiaries of the Partnership (other than Zydeco (collectively, the “Significant Subsidiaries”)) is a “significant subsidiary” (as defined in Rule 405 under the Securities Act).
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Samples: Common Unit Purchase Agreement (Shell Midstream Partners, L.P.), Underwriting Agreement (Shell Midstream Partners, L.P.), Underwriting Agreement (Shell Midstream Partners, L.P.)
Formation and Qualification of the Partnership Entities. Each of the General Partner and the Partnership Entities and each of its subsidiaries listed on Exhibit 21 to the Partnership’s most recent annual report on Form 10-K filed with the Commission (the “Significant Subsidiaries” and together with the Partnership and the General Partner, the “Partnership Entities”), has been duly organized, formed and is validly existing and in good standing as a limited partnership, limited liability company or general partnershipcorporation, as the case may be, under the laws of its jurisdiction of formation, organization or incorporation, as applicable (as set forth on Schedule IV), and is duly qualified to do business and is in good standing as a foreign limited partnership, limited liability company or general partnershipcorporation, 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 qualified or in good standing could not, in the aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), results of operations, unitholdersmembers’ equityor stockholders’ equity or partners’ capital, properties, assets, business or prospects of the Partnership Entities Entities, taken as a whole, whether or not arising in the ordinary course of business whole (a “Material Adverse Effect”), (ii) materially impair the ability of any of the Partnership Entities to perform its obligations under each of the Transaction Documents to which it is a party and to consummate any transactions provided for in the Transaction Documents or (iii) 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 authority, as the case may be, necessary to own or hold its properties and to conduct the businesses in which it is engaged. The Partnership does not own or control, directly or indirectly, any corporation, association or other entity other than the Operating Subsidiaries. None of the subsidiaries of the Partnership (other than Zydeco (collectively, the “Significant Subsidiaries”)) is a “significant subsidiary” (as defined in Rule 405 under the Securities Act).
Appears in 1 contract
Samples: Underwriting Agreement (Dominion Midstream Partners, LP)
Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly organizedformed or incorporated, is validly existing and in good standing as a limited partnership, limited liability company company, corporation or general partnershipother business entity, 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 company, corporation or general partnershipother business entity, 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 be so qualified or in 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), results of operations, unitholders’ equity, members’ equity or partners’ capital, properties, assets, business or prospects of the Partnership Entities Entities, taken as a whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), or (ii) or 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, corporate or other business entity power and authority authority, as the case may be, necessary to own or hold its properties and to conduct the businesses in which it is engaged. The Partnership does not own or control, directly or indirectly, any corporation, association or other entity other than the Operating Subsidiariessubsidiaries listed on Schedule VI hereto. None of the subsidiaries of the Partnership (other than Zydeco (collectivelyOpCo GP, the “Significant Subsidiaries”)OpCo, Columbia Gulf and Columbia Gas) is a “significant subsidiary” (as defined in Rule 405 under the Securities Act).
Appears in 1 contract
Samples: Underwriting Agreement (Columbia Pipeline Partners LP)
Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly organizedformed or incorporated, is validly existing and in good standing as a limited partnership, limited liability company company, corporation or general partnershipother business entity, 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 company, corporation or general partnershipother business entity, 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 be so qualified or in 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), results of operations, unitholders’ equity, members’ equity or partners’ capital, properties, assets, business or prospects of the Partnership Entities Entities, taken as a 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, corporate or other business entity power and authority authority, as the case may be, necessary to own or hold its properties and to conduct the businesses in which it is engaged. The Partnership does not own or control, directly or indirectly, any corporation, association or other entity other than the Operating Subsidiariessubsidiaries listed on Schedule VI hereto. None of the subsidiaries of the Partnership (other than Zydeco (collectivelyOpCo GP, the “Significant Subsidiaries”)OpCo, Columbia Gulf and Columbia Gas) is a “significant subsidiary” (as defined in Rule 405 under the Securities Act).
Appears in 1 contract
Samples: Underwriting Agreement (Columbia Pipeline Partners LP)
Formation and Qualification of the Partnership Entities. Each of the Partnership Entities has been duly organizedformed, is validly existing and in good standing as a limited partnership, partnership or limited liability company or general partnershipcompany, 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, partnership or limited liability company or general partnershipcompany, as the case may be, in each jurisdiction (as set forth on Schedule VI) 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 could not, in the aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), results of operations, unitholdersmembers’ equityequity or partners’ capital, properties, assets, business or prospects of the Partnership Entities and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business 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 authority, as the case may be, necessary to own or hold its properties and to conduct the businesses in which it is engaged. The Partnership does not own or control, directly or indirectly, any corporation, association or other entity other than the Operating Subsidiaries. None of the subsidiaries of the Partnership Subsidiaries and Summit Midstream Finance Corp., a Delaware corporation (other than Zydeco (collectively, the “Significant SubsidiariesSummit Finance”)) is a “significant subsidiary” (as defined in Rule 405 under the Securities Act).
Appears in 1 contract
Samples: Underwriting Agreement (Summit Midstream Partners, LP)