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

Formation and Qualification of the Partnership. The 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 necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged as described in the Registration Statement and the Prospectus. The Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction listed opposite its name on Schedule 2, such jurisdictions being the only jurisdictions in which the ownership or lease of property or the character of business conducted by it makes such qualification or registration necessary, except where the failure to so register or qualify would not (i) have a material adverse effect on the general affairs, management, condition (financial or otherwise), business, prospects, properties, assets, securityholders’ equity, capitalization or results of operations of the Partnership and its consolidated subsidiaries, taken as a whole (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership. The 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 Act (the “Delaware LP Act”), ) with full partnership power and authority necessary to own or hold lease its properties and assets and to conduct the businesses its business in which it is engaged all material respects as described in each of the Registration Statement Time of Sale Information and the ProspectusOffering Memorandum. The Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction listed opposite its name on Schedule 2, such jurisdictions being the only jurisdictions in which the ownership or lease of property or the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification or registration necessary, except where the failure to so register or qualify would not (i) individually or in the aggregate, have a material adverse effect on the general affairs, management, condition (financial or otherwise), business, prospects, properties, assets, securityholders’ equity, capitalization or results of operations or prospects of the Partnership Parties and its consolidated their subsidiaries, taken as a whole whole, or on the performance by the Partnership Parties of their obligations under this Agreement, the Securities and the Guarantees (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership. The 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 Act (the “Delaware LP Act”), ) with full partnership power and authority necessary to own or hold lease its properties and assets and to conduct the businesses its business in which it is engaged all material respects as described in each of the Registration Statement Time of Sale Information and the ProspectusOffering Memorandum. The Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction listed opposite its name on Schedule 2, such jurisdictions being the only jurisdictions in which the ownership or lease of property or the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification or registration necessary, except where the failure to so register or qualify would not (i) have a material adverse effect on the general affairs, management, condition (financial or otherwise), business, prospects, properties, assets, securityholders’ equity, capitalization or results of operations or prospects of the Partnership and its consolidated subsidiariesParties, taken as a whole whole, or on the performance by the Partnership Parties of their obligations under this Agreement, the Securities and the Guarantees (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership. The 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 Act (the “Delaware LP Act”), ) with full partnership power and authority necessary to own or hold lease its properties and assets and to conduct the businesses its business in which it is engaged all material respects as described in each of the Registration Statement and the Prospectus. The Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction listed opposite its name on Schedule 2, such jurisdictions being the only jurisdictions in which the ownership or lease of property or the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification or registration necessary, except where the failure to so register or qualify would not (i) have a material adverse effect on the general affairs, management, condition (financial or otherwise), business, prospects, properties, assets, securityholders’ equity, capitalization or results of operations or prospects of the Partnership and its consolidated subsidiariesParties, taken as a whole whole, or on the performance by the Partnership Parties of their obligations under this Agreement (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership. The 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 Act (the “Delaware LP Act”), ) with full partnership power and authority necessary to own or hold lease its properties and assets and to conduct the businesses its business in which it is engaged all material respects as described in the Registration Statement and the ProspectusStatement. The Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction listed opposite its name on Schedule 2, such jurisdictions being the only jurisdictions in which the ownership or lease of property or the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification or registration necessary, except where the failure to so register or qualify would not (i) individually or in the aggregate, have a material adverse effect on the general affairs, management, condition (financial or otherwise), business, prospects, properties, assets, securityholders’ equity, capitalization or results of operations or prospects of the Partnership Parties and its consolidated their subsidiaries, taken as a whole whole, or on the performance by the Partnership Parties of their obligations under this Agreement (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership. The 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 Act (the “Delaware LP Act”), ) with full partnership power and authority necessary to own or hold lease its properties and assets and to conduct the businesses its business in which it is engaged all material respects as described in each of the Registration Statement Time of Sale Information and the ProspectusOffering Memorandum. The Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction listed opposite its name on Schedule 2, such jurisdictions being the only jurisdictions in which the ownership or lease of property or the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification or registration necessary, except where the failure to so register or qualify would not (i) have a material adverse effect on the general affairs, management, condition (financial or otherwise), business, prospects, properties, assets, securityholders’ equity, capitalization or results of operations or prospects of the Partnership Parties and its consolidated their subsidiaries, taken as a whole whole, or on the performance by the Partnership Parties of their obligations under this Agreement, the Securities and the Guarantees (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership. The 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 Act (the “Delaware LP Act”), ) with full partnership power and authority necessary to own or hold lease its properties and assets and to conduct the businesses its business in which it is engaged all material respects as described in the Registration Statement and the ProspectusStatement. The Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction listed opposite its name on Schedule 2, such jurisdictions being the only jurisdictions in which the ownership or lease of property or the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification or registration necessary, except where the failure to so register or qualify would not (i) have a material adverse effect on the general affairs, management, condition (financial or otherwise), business, prospects, properties, assets, securityholders’ equity, capitalization or results of operations or prospects of the Partnership and its consolidated subsidiariesParties, taken as a whole whole, or on the performance by the Partnership Parties or the Selling Unitholders of their respective obligations under this Agreement (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.