Good Standing of the Partnership. The Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has limited partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Partnership is duly qualified as a foreign corporation to transact business and is in good standing or equivalent status in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Good Standing of the Partnership. 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 has the partnership power and partnership authority under the Operating Partnership Agreement (as defined below) and the Delaware Revised Uniform Limited Partnership Act to own, lease and operate its properties and to conduct the business in which it is engaged as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Partnership is duly qualified or registered as a foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify, register or to be in good standing would not result in a Material Adverse Effect. The Company is the sole stockholder of CBL Holdings I, which is the sole general partner of the Partnership, and of CBL Holdings II and each of the Company, CBL Holdings I and CBL Holdings II holds such number and/or percentage of common and preferred units of limited partnership interests as disclosed in the Registration Statement and the Prospectus as of the dates set forth therein, free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances (other than any transfer restrictions related thereto). The Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 2, 2010, as further supplemented by the Certificate of Designation of the 6.625% Series E Cumulative Redeemable Preferred Units of the Partnership, dated as of October 1, 2012 (the “Operating Partnership Agreement”), is in full force and effect.
Good Standing of the Partnership. The Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Partnership Act with the power and authority to own property and to conduct its business as described in the Registration Statement and Prospectus and to enter into and perform its obligations under this Agreement, the Partnership Preferred Securities and the Partnership Agreement; the Partnership is duly qualified to transact business as a foreign limited partnership and is in good standing in any other jurisdiction in which such qualification is necessary, except to the extent that the failure to so qualify or be in good standing would not have a material adverse effect on the Partnership; the Partnership is not a party to or otherwise bound by any agreement other than those described in the Prospectus; and the Partnership is and will be treated as a consolidated subsidiary of the Company pursuant to generally accepted accounting principles.
Good Standing of the Partnership. The Partnership has been duly formed and is validly existing as a limited partnership and is in good standing under the laws of the State of Delaware and has power and authority (i) to own, lease and operate its properties and to conduct its business as described in the Preliminary Offering Memorandum, the Time of Sale Memorandum and the Offering Memorandum, (ii) to execute and deliver the Transaction Documents and consummate the Transactions and (iii) to issue, sell and deliver the Notes. The Partnership is duly qualified as a foreign limited partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Good Standing of the Partnership. The Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under, and to consummate the transactions contemplated in, this Agreement. The Partnership is duly qualified as a foreign limited partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, singly or in the aggregate, result in a material adverse effect in (A) the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Partnership Entities considered as one enterprise, whether or not arising in the ordinary course of business, or (B) the ability of the Partnership Parties to enter into and perform any of their obligations under, or to consummate any of the transactions contemplated in, this Agreement (collectively, a “Material Adverse Effect”).
Good Standing of the Partnership. The Partnership has been duly -------------------------------- formed and is validly existing in good standing as a limited partnership under the Delaware Partnership Act with the power and authority to own property and to conduct its business as described in the Registration Statement and Prospectus and to enter into and perform its obligations under this Agreement, the Partnership Preferred Securities and the Partnership Agreement; the Partnership is duly qualified to transact business as a foreign limited partnership and is in good standing in any other jurisdiction in which such qualification is necessary, except to the extent that the failure to so qualify or be in good standing would not have a material adverse effect on the Partnership; the Partnership is not a party to or otherwise bound by any agreement other than those described in the Prospectus; and the Partnership is and will be treated as a consolidated subsidiary of the Company pursuant to generally accepted accounting principles.
Good Standing of the Partnership. The Partnership has been duly formed and is validly existing as a limited partnership under the laws of the State of Delaware with full power and authority (partnership and other) to own and lease its properties and conduct its business as currently conducted or as described in the Prospectuses. The Company is the sole general partner of the Partnership. Upon the consummation of the offering, the Company will own the Units it holds free and clear of all liens, encumbrances, equities, claims, security interests, voting trusts or charges. Except as set forth in the Prospectuses, each of the Company, the Partnership, the Lessee and each property to be owned by the Partnership as of the Closing Time is, and after the consummation of the offering, will be, in possession of and operating in compliance with all authorizations, licenses, permits, consents, certificates and orders necessary to the conduct of its business, all of which are valid and in full force and effect, except where the failure to be in such possession or compliance will not have a Material Adverse Effect. Each of the Company, the Partnership, the Manager and the Lessee is, and after the consummation of the offering will be, duly qualified to do business and in good standing as a foreign corporation, real estate investment trust, limited liability company or partnership, as applicable, in each jurisdiction in which the ownership or leasing of properties or the conduct of its respective business requires such qualification, except for jurisdictions in which the failure to so qualify would not have a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.
