Good Standing of the Operating Partnership and the Possible Future Guarantors Sample Clauses

Good Standing of the Operating Partnership and the Possible Future Guarantors. The Operating Partnership is validly existing as a limited partnership in good standing under the laws of the State of Delaware, (ii) each of the Possible Future Guarantors has been duly incorporated or organized and is validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized, (iii) each of the other subsidiaries of the Operating Partnership has been duly incorporated or organized and is validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized, (iv) each of the Operating Partnership and its subsidiaries and the Possible Future Guarantors has full power and authority (corporate or other) to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) each of the Operating Partnership and its subsidiaries and the Possible Future Guarantors is duly qualified to do business as a foreign corporation or organization and is in good standing under the laws of each jurisdiction which requires such qualification, except in the cases of clauses (iii), (iv) and (v), where the failure to be so incorporated or organized or so validly existing and in good standing, to have such power or authority or to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership, its subsidiaries, and the Possible Future Guarantors taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”). Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and other than with respect to third party interests in NP/I&G Institutional Retail Operating Partnership II LLC and Brixmor/IA JV, LLC (collectively, the “JVs”) disclosed to the Underwriters, all outstanding shares of capital stock, partnership interests or membership units of the Operating Partnership’s subsidiaries are owned by the Operating Partnership either directly or through wholly-owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, except for such interests, claims, liens or encumbrances granted in respect of indebtedness of the Operatin...