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

Formation, Due Qualification and Authority. Each of the CHKM Entities and Chesapeake GP Entities has been duly formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of its jurisdiction of incorporation, organization or formation, as the case may be. Each of the Partnership Entities is duly registered or qualified to do business and is in good standing as a foreign limited partnership or limited liability company, 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 so to register or qualify would not reasonably be expected to (i) have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Partnership Entities taken as a 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 requisite power and authority necessary to execute, deliver and perform its obligations under the Transaction Documents to which it is a party, to own or lease its properties currently owned or leased or to be owned or leased at each Delivery Date, and to conduct its business as currently conducted or as to be conducted at each Delivery Date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each of the Chesapeake GP Entities has all requisite power and authority necessary to enter into and perform its obligations under the Transaction Documents to which it is a party and to conduct its business as currently conducted or as to be conducted at each Delivery Date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each of the GIP Entities has all partnership power and authority necessary to enter into and perform its obligations under the Transaction Documents to which it is a party and to conduct its business as currently conducted or as to be conducted at each Delivery Date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Formation, Due Qualification and Authority. Each of the CHKM Entities and Chesapeake GP Xxxxx Group Entities has been duly formed and is validly existing as a corporation, unlimited liability corporation, limited partnership or partnership, general partnership, limited liability companycompany or cooperative, as the case may be, in good standing under the laws of its jurisdiction of incorporation, organization or formation, as the case may be. Each of the Partnership Entities , and is duly registered or qualified to do business and is in good standing as a foreign corporation, unlimited liability corporation, limited partnership or partnership, general partnership, limited liability companycompany or cooperative, 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 so to register register, qualify or qualify be in good standing would not reasonably be expected to (i) have a material adverse effect on the businesscondition, financial or otherwise, results of operations, properties, financial condition, results of operations assets or business affairs or prospects of the Partnership Company Entities taken as a whole whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”) ), or (ii) subject the limited partners non-managing members of the Partnership Company to any material liability or disability. Each of the Partnership Xxxxx Group Entities has all requisite corporate, partnership, limited liability company or cooperative, as the case may be, power and authority necessary to execute, deliver enter into and perform its obligations under the Transaction Documents to which it is a party, to own or lease its properties currently owned or leased or to be owned or leased at each Delivery DateTime of Delivery, and to conduct its business as currently conducted or as to be conducted at each Delivery Date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Time of the Chesapeake GP Entities has all requisite power and authority necessary to enter into and perform its obligations under the Transaction Documents to which it is a party and to conduct its business as currently conducted or as to be conducted at each Delivery Date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each of the GIP Entities has all partnership power and authority necessary to enter into and perform its obligations under the Transaction Documents to which it is a party and to conduct its business as currently conducted or as to be conducted at each Delivery DateDelivery, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Formation, Due Qualification and Authority. Each of the CHKM Entities and Chesapeake GP Company Entities has been duly formed and is validly existing as a corporation, unlimited liability corporation, limited partnership or partnership, general partnership, limited liability companycompany or cooperative, as the case may be, in good standing under the laws of its jurisdiction of incorporation, organization or formation, as the case may be. Each of the Partnership Entities , and is duly registered or qualified to do business and is in good standing as a foreign corporation, unlimited liability corporation, limited partnership or partnership, general partnership, limited liability companycompany or cooperative, 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 so to register register, qualify or qualify be in good standing would not reasonably be expected to (i) have a material adverse effect on the businesscondition, financial or otherwise, results of operations, properties, financial condition, results of operations assets or business affairs or prospects of the Partnership Company Entities taken as a whole whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”) ), or (ii) subject the limited partners non-managing members of the Partnership Company to any material liability or disability. Each of the Partnership Company Entities has all requisite corporate, partnership, limited liability company or cooperative, as the case may be, power and authority necessary to execute, deliver and perform its obligations under the Transaction Documents to which it is a party, to own or lease its properties currently owned or leased or to be owned or leased at each Delivery Dateleased, and to conduct its business as currently conducted or as to be conducted at each Delivery Dateconducted, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each of , and with respect to the Chesapeake GP Entities has all requisite power and authority necessary Company, to enter into and perform its obligations under the Transaction Documents to which it is a party and to conduct its business as currently conducted or as to be conducted at each Delivery Date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each of the GIP Entities has all partnership power and authority necessary to enter into and perform its obligations under the Transaction Documents to which it is a party and to conduct its business as currently conducted or as to be conducted at each Delivery Date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectusthis Agreement.