Common use of Formation, Due Qualification and Authority of the General Partner Clause in Contracts

Formation, Due Qualification and Authority of the General Partner. The General Partner has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, and the General Partner has full limited liability company power and authority to act as general partner of the Partnership in all material respects and as described in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify would not reasonably be expected to (i) result in a Material Adverse Effect, (ii) materially impair the ability of the Trust or the PCEC Parties to consummate the Transactions or any other transactions provided for in this Agreement or the Transaction Documents or (iii) subject the unitholders of the Trust to any material liability or disability.

Formation, Due Qualification and Authority of the General Partner. The General Partner has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, and the General Partner has full limited liability company power and authority to act as general partner of the Partnership in all material respects and as described in the Registration Statement, the most recent Preliminary Prospectus Pricing Disclosure Package and the Prospectus and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify would not reasonably be expected to (i) result in a Material Adverse Effect, (ii) materially impair the ability of the Trust Trust, the Partnership or the PCEC Parties Selling Unitholders to consummate the Transactions or any other transactions provided for in this Agreement or the Transaction Documents or (iii) subject the unitholders of the Trust to any material liability or disability.