Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. The Operating Partnership is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. The Operating Partnership is duly qualified as a foreign limited partnership to do business, and is in good standing, in each jurisdiction in which the character of the properties owned or held under lease by it or the nature of the business now conducted by it and proposed to be conducted by it requires such qualification, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. As used in this Agreement, "Material Adverse Effect" means a material adverse effect on (i) the business, operations, affairs, financial condition, assets or properties of the Operating Partnership and its subsidiaries taken as a whole, or (ii) the ability of the Operating Partnership to perform its obligations under this Agreement and the New Notes, or (iii) the validity or enforceability of this Agreement or the New Notes.

Organization, Qualification, Etc. The Operating Partnership is duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware organization and has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. The Operating Partnership is duly qualified as a foreign limited partnership to do business, business in and is in good standing, standing in each jurisdiction in which the character of the properties owned or held under lease by it or the nature of the business now conducted by it and proposed to be conducted by it requires such qualification, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. As used in this Agreement, "Material Adverse Effect" means a material adverse effect on (ia) the business, operations, affairs, financial condition, assets or properties of the Operating Partnership and its subsidiaries taken as a whole, or (iib) the ability of the Operating Partnership to perform its obligations under this Agreement and the New Notes, or (iiic) the validity or enforceability of this Agreement or the New Notes.