Formation and Qualification of the Subsidiaries Sample Clauses

Formation and Qualification of the Subsidiaries. Each of Atlas Pipeline Mid-Continent Holdings, LLC, a Delaware limited liability company (“Mid-Continent Holdings”), APL Laurel Mountain, LLC, a Delaware limited liability company (“Laurel Mountain”), Atlas Pipeline Mid-Continent LLC, a Delaware limited liability company (“Mid-Continent LLC”), APL Xxxxxxx, LLC, a Delaware limited liability company (“APL Xxxxxxx”), Pecos Pipeline LLC, a Delaware limited liability company (“Pecos Pipeline”), Tesuque Pipeline, LLC, a Delaware limited liability company (“Tesuque”), APC Acquisition, LLC, a Delaware limited liability company (“APC LLC”), Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company (“Tennessee LLC”), Slider WestOK Gathering, LLC, a Delaware limited liability company (“Slider”), Atlas Xxxxxx Dell, LLC, a Delaware limited liability company (“Atlas Xxxxxx”), Xxxxx Intrastate Gas Transmission Company, LLC, a Delaware limited liability company (“Xxxxx Intrastate”), NOARK Energy Services, LLC, an Oklahoma limited liability company (“NOARK”), Xxxxx Gas Processing Company, LLC, a Delaware limited liability company (“Xxxxx Gas Processing”), Atlas Pipeline NGL Holdings, LLC, a Delaware limited liability company (“NGL I”), Atlas Pipeline NGL Holdings II, LLC, a Delaware limited liability company, (“NGL II”), Atlas Xxxxxxx, LLC, a Delaware limited liability company (“Atlas Xxxxxxx”), Atlas Pipeline Mid-Continent WestOk, LLC, a Delaware limited liability company (“WestOk”), Atlas Pipeline Mid-Continent WestTex, LLC, a Delaware limited liability company (“WestTex”), Setting Sun Pipeline Corporation, a Delaware corporation (“Sun Pipeline”), and Atlas Pipeline Finance Corporation, a Delaware corporation (“Finance Co.”) has been duly organized and is validly existing and in good standing as a corporation or limited liability company under the laws of the jurisdiction of its organization, with full power and authority to own or lease, as the case may be, and to operate its respective properties and to conduct its business, and is duly registered or qualified to do business as a foreign corporation or limited liability company and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify would not have a Material Adverse Effect. For purposes of this Agreement, each of Mid-Continent Holdings, APL Xxxxxxx, Pecos Pipeline, Tesuque, Laurel Mountain, Tennessee LLC, APC LLC, Mid-Continent LLC, Slider, NOARK, Atlas Xxxxxx, Xxxxx...
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Formation and Qualification of the Subsidiaries. Each Subsidiary listed on an exhibit to such counsel’s opinion (the “Covered Subsidiaries” and, together with the Partnership Parties, the “Partnership Covered Entities”) is validly existing as a limited liability company, as applicable, in good standing under the laws of the jurisdiction of its organization, with full power and authority necessary to own or lease and to operate its properties and conduct its business, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each Covered Subsidiary is duly qualified as a foreign limited liability company to transact business and is in good standing as a foreign limited liability company in each jurisdiction set forth opposite its name on an exhibit to be attached to such counsel’s opinion.
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Formation and Qualification of the Subsidiaries. Each of the Subsidiaries has been duly organized and is validly existing in good standing as a corporation, limited liability company or limited partnership under the laws of the jurisdiction of its organization, with full power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business and is duly registered or qualified to do business as a foreign corporation, limited liability company or limited partnership and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify would not (i) have a Material Adverse Effect or (ii) subject the limited partners of the Partnership or the Operating Partnership to any material liability or disability.
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Formation and Qualification of the Subsidiaries. Each of the subsidiaries listed in Appendix 1 (the “Subsidiaries”) to this opinion letter has been duly formed and is validly existing as a limited partnership, limited liability company or corporation, as the case may be, in good standing under the laws of its jurisdiction of formation with all limited partnership, limited liability company or corporate, as the case may be, power and authority necessary to own or lease its properties and to conduct its business, in each case in all material respects as described in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and any Permitted Free Writing Prospectus. Each Subsidiary is duly registered or qualified to do business and is in good standing as a foreign limited partnership, limited liability company or corporation, as the case may be, in each jurisdiction set forth under its name on Appendix 1 to this opinion letter.
Sample 1
Formation and Qualification of the Subsidiaries. Each of the subsidiaries listed in Schedule I (the “Subsidiaries”) to this opinion letter has been duly formed and is validly existing as a limited partnership, limited liability company or corporation, as the case may be in good standing under the laws of its jurisdiction of formation with all limited partnership, limited liability company or corporate, as the case may be, power and authority necessary to own or lease its properties and to conduct its business, in each case in all material respects as described in the Offering Memorandum. Each Subsidiary is duly registered or qualified to do business and is in good standing as a foreign limited partnership, limited liability company or corporation, as the case may be, in each jurisdiction set forth under its name on Appendix 1 to this opinion letter.
Sample 1
Formation and Qualification of the Subsidiaries. Each of the subsidiaries listed in Appendix 1 (the “Subsidiaries”) to this opinion letter has been duly formed and is validly existing as a limited partnership, limited liability company or corporation, as the case may be, in good standing under the laws of its jurisdiction of formation and with all limited partnership, limited liability company or corporate, as the case may be, power and authority necessary to own or lease its properties and to conduct its business, in each case in all material respects as described in the Pricing Disclosure Package and the Offering Memorandum. Each Subsidiary is duly registered or qualified to do business and is in good standing as a foreign limited partnership, limited liability company or corporation, as the case may be, in each jurisdiction set forth under its name on Appendix 1 to this opinion letter.
Sample 1
Formation and Qualification of the Subsidiaries. Each of the Subsidiaries (excluding the Copano Group and Copano Processing/Louisiana, LLC and, with respect to good standing, Xxxx/Xxxxx) has been duly formed and is validly existing as a general partnership, limited partnership, limited liability company or corporation, as the case may be, in good standing under the laws of its jurisdiction of formation and with all general partnership, limited partnership, limited liability company or corporate, as the case may be, power and authority necessary to own or lease its properties and to conduct its business, in each case in all material respects as described in the Registration Statement, the Time of Sale Information and the Prospectus. Each of the Subsidiaries (other than Xxxx/Xxxxx) is duly registered or qualified to do business and is in good standing as a foreign limited partnership, limited liability company or corporation, as the case may be, in each jurisdiction set forth opposite its name on Schedule 1 to this opinion letter under the heading “Foreign Qualification.”
Sample 1
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Formation and Qualification of the Subsidiaries. Each of the Subsidiaries (excluding the Copano Group and except for Xxxx/Xxxxx with respect to good standing) has been duly formed and is validly existing as a general partnership, limited partnership, limited liability company or corporation, as the case may be, in good standing under the laws of its jurisdiction of formation and with all general partnership, limited partnership, limited liability company or corporate, as the case may be, power and authority necessary to own or lease its properties and to conduct its business, in each case in all material respects as described in the Registration Statement, the Time of Sale Information and the Prospectus. Each Subsidiary is duly registered or qualified to do business and is in good standing as a foreign limited partnership, limited liability company or corporation, as the case may be, in each jurisdiction set forth under its name on Appendix 1 to this opinion letter.
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Related to Formation and Qualification of the Subsidiaries

  • Organization and Qualification of the Company The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.

  • Organization and Qualification; Subsidiaries Each of Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), 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.

  • Due Organization and Qualification; Subsidiaries (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

  • Organization and Qualification of Seller Seller is a corporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

  • Formation and Qualification of the Partnership Entities Each of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGP, EPO and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGP, to act as general partner of the Partnership and managing member of EPO, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

  • Incorporation and Qualification The Company has been duly organized and is validly existing as a Corporation and in good standing under the laws of the State of Colorado with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

  • Due Incorporation and Qualification Each of the Company and the Significant Guarantors has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package (as defined below) and the Prospectus, and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, have a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole.

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