Common use of Organization; Capitalization Clause in Contracts

Organization; Capitalization. (a) Schedule 5.1 contains a complete and accurate list of the name of Seller, its jurisdiction of organization and other jurisdictions in which it is authorized to do business. Seller is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, has all requisite power and authority to own and lease its properties and carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of properties makes such qualification necessary. (b) As of the date of this Agreement, the general and limited partnership interests of Seller are as set forth on Schedule 5.1. Except as set forth on Schedule 5.1, there is outstanding no security, option to purchase, right, call, subscription, agreement, commitment, right of first refusal or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly (i) calls for the issuance, sale, pledge or other disposition of any general or limited partnership interest of Seller or any security convertible into, or other right to acquire, any general or limited partnership interest of Seller; (ii) obligates Seller to grant, offer to grant or enter into any of the foregoing; or (iii) relates to the voting or control of such partnership interests, securities or rights. Schedule 5.1 sets forth the name and address of each holder of a general and limited partnership interest of Seller and the equity interest in Seller represented thereby.

Organization; Capitalization. (a) Schedule 5.1 contains a complete and accurate list of the name of Seller, its jurisdiction of organization incorporation and other jurisdictions in which it is authorized to do business. Seller is a limited partnership corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, has all requisite corporate power and authority to own and lease its properties and carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of properties makes such qualification necessary. (b) As of the date of this Agreement, the general and limited partnership interests authorized capital stock of Seller are is as set forth on Schedule 5.1. Except as set forth on Schedule 5.1, there is outstanding no security, option to purchase, warrant, right, call, subscription, agreement, commitment, right of first refusal or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly (i) calls for the issuance, sale, pledge or other disposition of any general or limited partnership interest capital stock of Seller or any security securities convertible into, or other right rights to acquire, any general or limited partnership interest of the capital stock of Seller; (ii) obligates Seller to grant, offer to grant or enter into any of the foregoing; or (iii) relates to the voting or control of such partnership interestscapital stock, securities or rights. Schedule 5.1 sets forth the name and address of each holder of a general and limited partnership interest capital stock of Seller and the equity interest in number of shares of capital stock of Seller represented therebyheld by each such holder.