Common use of Formation and Qualification of Partnership and PVR Clause in Contracts

Formation and Qualification of Partnership and PVR. Each of the Partnership and PVR has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) with full partnership power and authority to own or lease its properties and to conduct its business in all material respects as described in the Registration Statement. Each of the Partnership and PVR is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to so register or qualify would not (i) have a material adverse effect on the condition (financial or otherwise), business, prospects, assets or results of operations 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.

Formation and Qualification of Partnership and PVR. Each of the Partnership and PVR has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) in good standing with full partnership power and authority to own or lease its properties and properties, to conduct its business in all material respects as described in and to consummate the Registration Statementtransactions contemplated by this Agreement and the Transaction Documents. Each of the Partnership and PVR is is, or at each Delivery Date (as defined below) will be, duly registered or qualified as a foreign limited partnership in good standing for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure so to so register or qualify would not (i) have a material adverse effect on the condition (financial or otherwise), business, prospects, assets or results of operations of the Partnership Entities, Entities taken as a whole (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.