Common use of Formation, Due Qualification and Authority of the Partnership and its Subsidiaries Clause in Contracts

Formation, Due Qualification and Authority of the Partnership and its Subsidiaries. The Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, and each of its subsidiaries has been duly formed 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, and the Partnership and each of its subsidiaries has full power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly registered and qualified to conduct its business 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, the Partnership or the Selling Unitholders to consummate the transactions provided for in this Agreement or (iii) subject the unitholders of the Trust to any material liability or disability.

Formation, Due Qualification and Authority of the Partnership and its Subsidiaries. The Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, and each of its subsidiaries has been duly formed 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, and the Partnership and each of its subsidiaries has full power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Pricing Disclosure Package most recent Preliminary Prospectus and the Prospectus and is duly registered and qualified to conduct its business 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, the Partnership Trust or the Selling Unitholders 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.