Common use of Formation and Qualification Clause in Contracts

Formation and Qualification. Each of the SemGroup Entities has been duly formed or incorporated and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party, to own or lease and to operate its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and conduct its business as currently conducted or as to be conducted on the Closing Date and each settlement date, in each case as described in the Disclosure Package and the Prospectus. Each of the Partnership Entities is, or at the Closing Date and each settlement date will be, duly qualified to do business as a foreign corporation, limited partnership or limited liability company, as applicable and is in good standing under the laws of each jurisdiction which requires, or at the Closing Date and each settlement date will require, such qualification, except where the failure to be so qualified or registered would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business of the Partnership Entities (a “Material Adverse Effect”), or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification. Each of the SemGroup Entities has been duly formed or incorporated and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party, to own or lease and to operate its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and conduct its business as currently conducted or as to be conducted on the Closing Date and each settlement date, in each case as described in the Disclosure Package and the Prospectus. Each of the Partnership Entities is, or at the Closing Date and each settlement date will be, duly qualified to do business as a foreign corporation, limited partnership or limited liability company, as applicable and is in good standing under the laws of each jurisdiction which requires, or at the Closing Date and each settlement date will require, such qualification, except where the failure to be so qualified or registered would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business business, of the Partnership Entities (a “Material Adverse Effect”), or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification. Each of the SemGroup Partnership Entities has been duly formed or incorporated and is validly existing as a corporationlimited partnership, limited partnership liability company or limited liability companycorporation, as applicable, in good standing under the laws of its jurisdiction the State of organization Delaware with full power and authority to enter into and perform its obligations under the Transaction Documents Agreements (as defined below) to which it is a party, to own or lease and to operate its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and conduct its business as currently conducted or as to be conducted on the Closing Date and each settlement date, in each case as described in the Disclosure Package and the Prospectus. Each of the Partnership Entities is, or at the Closing Date and each settlement date will be, duly qualified to do business as a foreign corporationlimited partnership, limited partnership liability company or limited liability companycorporation, as applicable and is in good standing under the laws of each jurisdiction which requires, or at the Closing Date and each settlement date will require, such qualification, except where the failure to be so qualified or registered would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business of the Partnership Entities (a “Material Adverse Effect”), or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification. Each of the SemGroup Spectra Entities has been duly formed or incorporated and is validly existing as a corporationlimited partnership, limited partnership liability company or limited liability companycorporation, as applicable, in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party, to own or lease and to operate its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and conduct its business as currently conducted or as to be conducted on the Closing Date and each settlement date, in each case as described in the Disclosure Package and the Prospectus. Each of the Partnership Entities is, or at the Closing Date and each settlement date will be, duly qualified to do business as a foreign corporation, limited partnership or limited liability company, as applicable and is in good standing under the laws of each jurisdiction which that requires, or at the Closing Date and each settlement date will require, such qualification, except where the failure to be so qualified or registered would could not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business business, of the Partnership Entities (a “Material Adverse Effect”), or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification. Each of the SemGroup Targa Entities has been duly formed or incorporated and is validly existing as a corporationlimited partnership, limited partnership liability company or limited liability companycorporation, as applicable, in good standing under the laws of its jurisdiction the State of organization Delaware with full power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party, to own or lease and to operate its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and conduct its business as currently conducted or as to be conducted on the Closing Date and each settlement date, in each case as described in the Disclosure Package and the Prospectus. Each of the Partnership Entities is, or at the Closing Date and each settlement date will be, duly qualified to do business as a foreign corporationlimited partnership, limited partnership liability company or limited liability companycorporation, as applicable and is in good standing under the laws of each jurisdiction which requires, or at the Closing Date and each settlement date will require, such qualification, except where the failure to be so qualified or registered would could not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business business, of the Partnership Entities (a “Material Adverse Effect”), or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification. Each of the SemGroup Targa Entities has been duly formed or incorporated and is validly existing as a corporationlimited partnership, limited partnership liability company or limited liability companycorporation, as applicable, in good standing under the laws of its jurisdiction the State of organization Delaware with full power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party, to own or lease and to operate its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and conduct its business as currently conducted or as to be conducted on the Closing Date and each settlement date, in each case as described in the Disclosure Package and the Prospectus. Each of the Partnership Entities is, or at the Closing Date and each settlement date will be, duly qualified to do business as a foreign corporationlimited partnership, limited partnership liability company or limited liability companycorporation, as applicable and is in good standing under the laws of each jurisdiction which requires, or at the Closing Date and each settlement date will require, such qualification, except where the failure to be so qualified or registered would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business of the Partnership Entities (a “Material Adverse Effect”), or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification. Each of the SemGroup Oiltanking Entities has been duly formed or incorporated and is validly existing as a corporationlimited partnership, limited partnership liability company or limited liability companycorporation, as applicable, in good standing under the laws of its respective jurisdiction of organization with formation or incorporation, as the case may be. Each of the Oiltanking Entities has full limited partnership, limited liability company or corporate power and authority to enter into and perform its obligations under the Transaction Documents to which it is a partyown, to own or lease and to operate its properties currently owned or leased or and to be owned or leased on the Closing Date and each settlement date and conduct its business as currently conducted or as to be conducted on the Closing Date and each settlement datedate and to enter into and perform its obligations under each of the Transaction Documents to which it is a party, in each case as described in the Disclosure Package and the Prospectus. Each of the Partnership Entities is, or at the Closing Date and each settlement date will be, duly registered or qualified to do business as a foreign limited partnership, limited liability company or corporation, limited partnership or limited liability companyas applicable, as applicable and is in good standing under the laws of each jurisdiction which requiresrequires such registration or qualification, or at the Closing Date and each settlement date will require, all of such qualificationjurisdictions being listed on Schedule II hereto, except where the failure to so register or qualify could not reasonably be so qualified or registered would not expected to (i) have a material adverse effect on the condition (financial or otherwise), prospectscondition, earnings, business business, properties, operations or propertiesprospects of the Partnership Entities, taken as a whole, whether or not arising from transactions in the ordinary course of business of the Partnership Entities (a “Material Adverse Effect”), ) or (ii) subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification. Each of the SemGroup Partnership Entities has been duly formed or incorporated and is validly existing as a corporationlimited partnership, limited partnership liability company or limited liability companycorporation, as applicable, in good standing under the laws of its jurisdiction of organization with full all requisite power and authority authority, in the case of the Partnership, to enter into and perform its obligations under this Agreement, and to consummate the Transaction Documents to which it is a party, transactions contemplated hereby. Each of the Partnership Entities has all requisite power and authority to own or lease and to operate its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and conduct its business as currently conducted or as to be conducted on the Closing Date and each settlement date, in each case case, as described in the Registration Statement, the Disclosure Package and the Prospectus. Each of the Partnership Entities is, or at the Closing Date and each settlement date will be, is duly qualified to do business as a foreign corporation, limited partnership or limited liability company, as applicable applicable, and is in good standing under the laws of each jurisdiction which requires, or at the Closing Date and each settlement date will require, such qualification, except where the failure to be so qualified or registered would not reasonably be likely to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or propertiesproperties of the Partnership Entities, taken as a whole, whether or not arising from transactions in the ordinary course of business of the Partnership Entities whole (a “Material Adverse Effect”), or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification. Each of the SemGroup Cheniere Entities has been duly formed or incorporated and is validly existing as a corporationlimited partnership, limited partnership liability company or limited liability companycorporation, as applicable, in good standing under the laws of its jurisdiction the State of organization Delaware with full power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party, to own or lease and to operate 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 as to be conducted on the Closing Date and each settlement date, in each case as described in the Disclosure Package and the Prospectus. Each of the Partnership Entities is, or at the Closing Date and each settlement date will be, duly qualified to do business as a foreign limited partnership, limited liability company or corporation, limited partnership or limited liability companyas applicable, as applicable and is in good standing under the laws of each jurisdiction which that requires, or at the Closing Date and each settlement date will require, such qualificationqualification or registration, except where the failure to be so qualified or registered would not could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earningsresults of operations, business or properties, taken as a whole, whether or not arising from transactions arising in the ordinary course of business business, of the Partnership Entities (a “Material Adverse Effect”), or subject the limited partners of the Partnership to any material liability or disabilityliability.