Common use of Opinion of General Counsel Clause in Contracts

Opinion of General Counsel. Each of the Partnership, the Operating Partnership, MPT LP, MPL LP, MTH LP and IDR LP has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act and is duly registered or qualified to do business and is in good standing as a foreign limited partnership under the laws of the jurisdictions set forth opposite its name on Annex 3 to the Underwriting Agreement, and to such counsel’s knowledge, such jurisdictions are the only jurisdictions in which its ownership or lease of property or its conduct of business requires such registration or qualification, except where the failure to so register or so qualify would not (A) have a Material Adverse Effect, or (B) subject the limited partners of the Partnership to any material liability or disability; and each such partnership has all requisite partnership power and authority necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged.

Appears in 3 contracts

Samples: Underwriting Agreement (Magellan Midstream Partners Lp), Underwriting Agreement (Magellan Midstream Partners Lp), Underwriting Agreement (Magellan Midstream Partners Lp)

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Opinion of General Counsel. Each of the Partnership, the Operating Partnership, MPT LP, MPL LP, MTH LP, MPH LP, MAP LP and IDR MAS LP has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act and Act, is duly registered or qualified to do business and is in good standing as a foreign limited partnership under the laws of the jurisdictions set forth opposite its name on Annex 3 2 to the Underwriting this Agreement, and to such counsel’s knowledge, such jurisdictions are the only jurisdictions in which its ownership or lease of property or its the conduct of business requires such registration or qualification, except where the failure to so register or so qualify would not (A) have a Material Adverse Effectmaterial adverse effect on the condition (financial or other), business, assets or results of operations of the Partnership Group, taken as a whole, or (B) subject the limited partners of the Partnership to any material liability or disability; and each such partnership has all requisite partnership power and authority necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged.

Appears in 2 contracts

Samples: Underwriting Agreement (Magellan Midstream Partners Lp), Underwriting Agreement (Magellan Midstream Partners Lp)

Opinion of General Counsel. Each of the Partnership, the Operating Partnership, MPT LP, MPL LP, MTH LP, MPH LP, MAP LP and IDR MAS LP has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act and Act, is duly registered or qualified to do business and is in good standing as a foreign limited partnership under the laws of the jurisdictions set forth opposite its name on Annex 3 1 to the Underwriting this Agreement, and to such counsel’s knowledge, such jurisdictions are the only jurisdictions in which its ownership or lease of property or its the conduct of business requires such registration or qualification, except where the failure to so register or so qualify would not (A) have a Material Adverse Effectmaterial adverse effect on the condition (financial or other), business, assets or results of operations of the Partnership Group, taken as a whole, or (B) subject the limited partners of the Partnership to any material liability or disability; and each such partnership has all requisite partnership power and authority necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged.

Appears in 2 contracts

Samples: Underwriting Agreement (Magellan Midstream Partners Lp), Underwriting Agreement (Magellan Midstream Partners Lp)

Opinion of General Counsel. Each of the Partnership, the Operating Partnership, MPT MTH LP, MPL LP, MTH MPH LP MAP LP and IDR MAS LP has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act and Act, is duly registered or qualified to do business and is in good standing as a foreign limited partnership under the laws of the jurisdictions set forth opposite its name on Annex 3 2 to the Underwriting this Agreement, and to such counsel’s knowledge, such jurisdictions are the only jurisdictions in which its ownership or lease of property or its the conduct of business requires such registration or qualification, except where the failure to so register or so qualify would not (A) have a Material Adverse Effectmaterial adverse effect on the condition (financial or other), business, assets or results of operations of the Partnership Group, taken as a whole, or (B) subject the limited partners of the Partnership to any material liability or disability; and each such partnership has all requisite partnership power and authority necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged.

Appears in 1 contract

Samples: Underwriting Agreement (Magellan Midstream Partners Lp)

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Opinion of General Counsel. Each of the Partnership, the Operating Partnership, MPT MTH LP, MPL LP, MTH MPH LP MAP LP and IDR MAS LP has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act and Act, is duly registered or qualified to do business and is in good standing as a foreign limited partnership under the laws of the jurisdictions set forth opposite its name on Annex 3 1 to the Underwriting this Agreement, and to such counsel’s knowledge, such jurisdictions are the only jurisdictions in which its ownership or lease of property or its the conduct of business requires such registration or qualification, except where the failure to so register or so qualify would not (A) have a Material Adverse Effectmaterial adverse effect on the condition (financial or other), business, assets or results of operations of the Partnership Group, taken as a whole, or (B) subject the limited partners of the Partnership to any material liability or disability; and each such partnership has all requisite partnership power and authority necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged.

Appears in 1 contract

Samples: Underwriting Agreement (Magellan Midstream Partners Lp)

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