Common use of Formation and Qualification Clause in Contracts

Formation and Qualification. The Partnership has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”). Each of the Partnership’s Significant Subsidiaries has been duly formed, is validly existing as a corporation, limited liability company or limited partnership, as the case may be, and is in good standing under the laws of the jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each of the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has full corporate, limited liability or partnership power, as the case may be, and authority to own or lease, as the case may be, and to operate its properties and conduct its business in which it is engaged, and is duly registered or qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction that requires such registration or qualification, except where the failure to be so registered or qualified or in good standing would not reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), earnings, cash flow, results of operations, or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), 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. The Partnership has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”). Each of the Partnership’s Significant Subsidiaries has been duly formed, is validly existing as a corporation, limited liability company or limited partnership, as the case may be, and is in good standing under the laws of the jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each of the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has full corporate, limited liability or partnership power, as the case may be, and authority to own or lease, as the case may be, and to operate its properties and conduct its business in which it is engaged, and is duly registered or qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction that requires such registration or qualification, except where the failure to be so registered or qualified or in good standing would not reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), earnings, cash flow, results of operations, or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”)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. The Partnership has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”). Each of the Partnership’s Significant Subsidiaries has been duly formed, is validly existing as a corporation, limited liability company or limited partnership, as the case may be, and is in good standing under the laws of the jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each of the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has full corporate, limited liability or partnership power, as the case may be, and authority to own or lease, as the case may be, and to operate its properties and conduct its business in which it is engaged, and is duly registered or qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction that requires such registration or qualification, except where the failure to be so registered or qualified or in good standing would not reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), earnings, cash flow, results of operations, or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”)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. The Partnership Each of the Partnership, the General Partner, Pxxxxxxx 66 Partners Holdings LLC, a Delaware limited liability company (“Holdings”), Pxxxxxxx 66 Carrier LLC, a Delaware limited liability company (“Carrier”), Pxxxxxxx 66 Sxxxxx Frac LLC, a Delaware limited liability company (“Sxxxxx Frac”), Pxxxxxxx 66 Sand Hills LLC, a Delaware limited liability company (“Sand Hills Holdco”), Pxxxxxxx 66 Southern Hills LLC, a Delaware limited liability company (“Southern Hills Holdco”), Mxxxx Xxxxxx, X.X., a Delaware limited partnership (“MSLP”), Sxxxxx Cxxxx, L.L.C., a Delaware limited liability company (“Sxxxxx Cxxxx LLC”), and Pxxxxxxx 66 DAPL Holdings LLC, a Delaware limited liability company (“DAPL Holdings” and, together with the Partnership, the General Partner, Holdings, Carrier, Sxxxxx Frac, Sand Hills Holdco, MSLP and Sxxxxx Cxxxx LLC, the “PSXP Parties”) has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”). Each of the Partnership’s Significant Subsidiaries has been duly formed, is validly existing as a corporation, limited liability company or limited partnership, as the case may be, and is in good standing as a limited partnership or limited liability company, as applicable, under the laws of the its respective jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each of the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has formation with full corporate, limited partnership or limited liability or partnership powercompany, as the case may beapplicable, power and authority to own or lease, as the case may be, and to operate its properties and conduct its business in which it is engaged, all material respects as described in or incorporated by reference in the Registration Statement and the Prospectus. Each of the PSXP Parties is duly registered or qualified to do transact business as a foreign entity limited partnership or limited liability company, as applicable, and is in good standing under the laws of in each jurisdiction that in which the conduct of its business requires such registration or qualification, ; except where the failure to be so registered or qualified or to be in good standing would not not, individually or in the aggregate, be reasonably be expected likely to (i) have a material adverse effect on the business, properties, financial condition (financial or otherwise), earnings, cash flow, results of operations, or business prospects operations of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), PSXP Parties 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. The Partnership has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and collectively, the “Significant General Partner, the Operating Company, the Operating Subsidiaries”). Each of the Partnership’s Significant Subsidiaries has been duly formed, is validly existing as a corporation, limited liability company or limited partnership, as the case may be, Xxxxx Holdings and is in good standing under the laws of the jurisdiction in which it is formed (such jurisdictions listed on Schedule III)Xxxxx Holdings II. Each of the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectivelyPartner, the “Partnership Entities”Operating Company, Xxxxx Holdings, Xxxxx Holdings II and each of the Operating Subsidiaries has been (or, in the case of Global Montello Corp., will be as of each Delivery Date (as defined in Section 4 hereof)) has full corporateduly formed or incorporated and is (or, in the case of Global Montello Corp., will be as of each Delivery Date validly existing) in good standing as a limited partnership, limited liability company or partnership powercorporation under the laws of the State of Delaware with full partnership, limited liability company or corporate power and authority, as the case may be, and authority necessary to own or leaselease its properties currently owned or leased or to be owned or leased at each Delivery Date, as to assume the case may be, liabilities assumed or to be assumed by it pursuant to the Contribution Documents and to operate its properties and conduct its business as currently conducted or to be conducted at each Delivery Date, in which it is engagedeach case in all material respects as described in the Registration Statement and the Prospectus, and is each of the Partnership, the General Partner, the Operating Company and each of the Operating Subsidiaries is, or at each Delivery Date will be, duly registered or qualified to do business as a foreign entity and is in good standing under the laws of as a foreign limited partnership, limited liability company or corporation in each jurisdiction that in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure so to be so registered register or qualified qualify would not, individually or in good standing would not reasonably be expected to the aggregate, (i) have a material adverse effect on the condition (financial or otherwise), earnings, cash flowpartners' equity, results of operations, properties, business or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), 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. The Partnership has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III C-1 is a listing of each of the Partnership’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”). Each of the Partnership’s Significant Subsidiaries has been duly formed, is validly existing as a corporation, limited liability company or limited partnership, as the case may be, and is in good standing under the laws of the jurisdiction in which it is formed (such jurisdictions listed on Schedule IIIC-1). Each of the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has full corporate, limited liability company or partnership power, as the case may be, and authority to own or lease, as the case may be, and to operate its properties and conduct its business in which it is engaged, and is duly registered or qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction that requires such registration or qualificationqualification (all of such jurisdictions being listed on Schedule C-2 hereto), except where the failure to be so registered or qualified or in good standing would not reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), earnings, cash flow, results of operations, or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), 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. The Partnership Each of the Company, Jxx Pharma Inc., a company incorporated pursuant to the laws of the Province of Ontario, Canada (“Jxx Pharma”), 1306432 B.C. Ltd. (“HoldCo”), a company incorporated pursuant to the laws of the Province of British Columbia, Enveric Biosciences Canada, Inc., a company incorporated pursuant to the laws of the Province of British Columbia (“Enveric Canada”), MagicMed USA, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts (“MagicMed”), Akos Biosciences, Inc., a Delaware Corporation (“Akos”), and Enveric Therapeutics Pty. Ltd., a proprietary limited company incorporated in Australia (“Enveric Australia” and, together with the Company, Jxx Pharma, HoldCo, Enveric Canada, MagicMed, and Akos, collectively the “Company Parties”, or each individually a “Company Party”) has been duly formed organized and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”). Each of the Partnership’s Significant Subsidiaries has been duly formed, is validly existing as a corporation, limited liability company or limited partnership, as the case may be, and is in good standing as a corporation under the laws of the its jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each of the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has organization with full corporate, limited liability or partnership power, as the case may be, corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in which it is engaged, and the Prospectus. Each of the Company Parties is duly registered or qualified to do transact business as a foreign entity corporation and is in good standing under in all jurisdictions in which the laws conduct of each jurisdiction that its business requires such registration or qualification, all of such jurisdictions being listed on Schedule C hereto, except where the failure to be so registered or qualified or to be in good standing would not reasonably be expected to (i) have a material adverse effect on (i) the condition (financial or otherwise), earningsproperties, cash flowassets, liabilities, results of operations, earnings, business or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), Company Parties taken as a whole whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”), ) or (ii) subject the limited partners performance of this Agreement or the Partnership transactions contemplated by this Agreement. At the Execution Time, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to any material liability or disabilitythe Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Formation and Qualification. The Partnership has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, Each of Enterprise Products Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed the Partnership, Enterprise Products OLPGP, Inc., a Delaware corporation and is validly existing under managing member of EPO (defined below) (“EPOGP”), Enterprise Products Operating LLC, a Texas limited liability company (“EPO” and, collectively with the Delaware Limited Liability Company Act (Partnership and EPOGP, the “DLLCAEnterprise Parties”). Attached hereto as Schedule III is a listing of each of the Partnership’s , and their respective “significant subsidiaries” (as such term is defined in Rule 1-02 02(w) of Regulation S-XX under the Securities Act and collectively with any other subsidiaries of the Partnership that may be listed on a schedule to the certificate described in Section 6(f) that may be delivered to the Managers from time to time pursuant to Section 4(n) (each each, a “Significant SubsidiaryPartnership Entity” and collectively, the “Significant Partnership Entities,” and such “significant subsidiaries” and other subsidiaries of the Partnership listed on such schedule, the “Subsidiaries”). Each of the Partnership’s Significant Subsidiaries ) has been duly formedformed 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 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, and is in good standing under the laws of the each jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each its ownership or lease of property or the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has full corporate, limited liability or partnership power, as the case may be, and authority to own or lease, as the case may be, and to operate conduct of its properties and conduct its business in which it is engaged, and is duly registered or qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction that businesses requires such registration qualification or qualificationregistration, except where the failure to be so registered qualify or qualified register would not, individually or in good standing would not reasonably be expected to (i) the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, cash flow, results of operations, business or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), 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. The Partnership has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, Each of Enterprise Products Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s , EPOGP, EPO and their respective “significant subsidiaries” (as such term is defined in Rule 1-02 02(w) of Regulation S-XX under the Securities Act and collectively with any other subsidiaries of the Partnership that may be listed on a schedule to the certificate described in Section 7(g) that may be delivered to the Manager from time to time pursuant to Section 5(m) (each each, a “Significant SubsidiaryPartnership Entity” and collectively, the “Significant Partnership Entities,” and such “significant subsidiaries” and other subsidiaries of the Partnership listed on such schedule, the “Subsidiaries”). Each of the Partnership’s Significant Subsidiaries ) has been duly formedformed 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 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, and is in good standing under the laws of the each jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each its ownership or lease of property or the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has full corporate, limited liability or partnership power, as the case may be, and authority to own or lease, as the case may be, and to operate conduct of its properties and conduct its business in which it is engaged, and is duly registered or qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction that businesses requires such registration qualification or qualificationregistration, except where the failure to be so registered qualify or qualified register would not, individually or in good standing would not reasonably be expected to (i) the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, cash flow, results of operations, business or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), Entities taken as a whole (a “Material Adverse Effect”), ) or (ii) subject the limited partners of the Partnership to any material liability or disabilityliability.

Formation and Qualification. The Partnership has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, Each of Enterprise Products Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s , EPOGP, EPO and their respective “significant subsidiaries” (as such term is defined in Rule 1-02 02(w) of Regulation S-XX under the Securities Act and collectively with any other subsidiaries of the Partnership that may be listed on a schedule to the certificate described in Section 6(f) that may be delivered to the Managers from time to time pursuant to Section 4(n) (each each, a “Significant SubsidiaryPartnership Entity” and collectively, the “Significant Partnership Entities,” and such “significant subsidiaries” and other subsidiaries of the Partnership listed on such schedule, the “Subsidiaries”). Each of the Partnership’s Significant Subsidiaries ) has been duly formedformed or incorporated, as the case may be, and is validly existing in good standing under the laws of its respective 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 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, and is in good standing under the laws of the each jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each its ownership or lease of property or the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has full corporate, limited liability or partnership power, as the case may be, and authority to own or lease, as the case may be, and to operate conduct of its properties and conduct its business in which it is engaged, and is duly registered or qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction that businesses requires such registration qualification or qualificationregistration, except where the failure to be so registered qualify or qualified register would not, individually or in good standing would not reasonably be expected to (i) the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, cash flow, results of operations, business or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), Entities taken as a whole (a “Material Adverse Effect”), ) or (ii) subject the limited partners of the Partnership to any material liability or disabilityliability.

Formation and Qualification. The Partnership Each of the Company, Edesa Biotech Research, Inc., a company incorporated pursuant to the laws of the Province of Ontario, Canada (“Edesa Research”) and Edesa Biotech USA, Inc., a California corporation (“Edesa USA” and, together with the Company and Edesa Research, collectively the “Company Parties”, or each individually a “Company Party”) has been duly formed organized and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”). Each of the Partnership’s Significant Subsidiaries has been duly formed, is validly existing as a corporation, limited liability company or limited partnership, as the case may be, and is in good standing as a corporation under the laws of the its jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each of the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has organization with full corporate, limited liability or partnership power, as the case may be, corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in which it is engaged, and the Prospectus. Each of the Company Parties is duly registered or qualified to do transact business as a foreign entity corporation and is in good standing under in all jurisdictions in which the laws conduct of each jurisdiction that its business requires such registration or qualification, all of such jurisdictions being listed on Schedule C hereto, except where the failure to be so registered or qualified or to be in good standing would not reasonably be expected to (i) have a material adverse effect on (i) the condition (financial or otherwise), earningsproperties, cash flowassets, liabilities, results of operations, earnings, business or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), Company Parties taken as a whole whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”), ) or (ii) subject the limited partners performance of this Agreement or the Partnership transactions contemplated by this Agreement. At the Execution Time, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to any material liability or disabilitythe Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

Formation and Qualification. The Partnership Company has been duly formed organized and is validly existing as a corporation in good standing under the Delaware Revised Uniform Limited Partnership Act laws of the State of Delaware, with power and authority (corporate and otherwise) to own or lease its properties and conduct its business as described in the “DRULPA”) and Magellan GPRegistration Statement, LLC, a Delaware limited liability company the Pricing Disclosure Package and the general partner Prospectus; each of the Partnership subsidiaries of the Company, as listed on Exhibit 22.1 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011 (collectively, the “General Partner”"Subsidiaries"), has been duly formed organized and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and collectivelycorporate, the “Significant Subsidiaries”). Each of the Partnership’s Significant Subsidiaries has been duly formed, is validly existing as a corporationlimited partnership, limited liability company or limited partnershipother legal entity, as the case may be, and is in good standing under the laws of the jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each of the Partnershipits formation or incorporation, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has full corporate, limited liability or partnership power, as the case may be, with power and authority (corporate or otherwise) to own or lease, as the case may be, and to operate lease its properties and conduct its business as described in which it is engagedthe Registration Statement, the Pricing Disclosure Package and is the Prospectus; the Subsidiaries are the only subsidiaries, direct or indirect, of the Company; the Company and each of the Subsidiaries are duly registered or qualified to do transact business as a foreign entity and is are in good standing under in all jurisdictions in which the laws conduct of each jurisdiction that their business or the nature or location of their properties requires such registration or qualificationqualification (as set forth on Schedule III), except where the failure to be so registered or qualified or to be in good standing would could not reasonably be expected to (i) to, individually or in the aggregate, have a material adverse effect on or result in any development or event involving a prospective material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, rights, operations, earnings, cash flow, results of operations, business or business prospects management of the Partnership Company and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), Subsidiaries taken as a whole whole, whether or not arising from transactions in the ordinary course of business (a “"Material Adverse Effect”"); the outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued (in accordance with the agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws or other similar organizational documents (in each case as in effect on the date hereof and as the same may be amended or restated prior to the Time of Delivery (as defined below)) (the "Organizational Documents"), are fully paid and non-assessable and are owned by the Company or (ii) subject another Subsidiary free and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding; other than the Subsidiaries, the Company does not own, directly or indirectly, any shares of capital stock and does not have any other equity or ownership or proprietary interest in any corporation, partnership, association, trust, limited partners liability company, joint venture or other entity; No Material Adverse Change. Neither the Company nor any of the Partnership Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, that would reasonably be expected to have a Material Adverse Effect, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any material liability change in the capital stock or disability.long-term debt of the Company or any of the Subsidiaries or any change in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and the Subsidiaries that would reasonably be expected to have a Material Adverse Effect, otherwise than as set forth or contemplated in the Pricing Prospectus;

Formation and Qualification. The Partnership Each of the Company, Edesa Biotech Research, Inc., a company incorporated pursuant to the laws of the Province of Ontario, Canada (“Edesa Research”) and Edesa Biotech USA, Inc., a California corporation (“Edesa USA” and, together with the Company and Edesa Research, collectively the “Company Parties”, or each individually a “Company Party”) has been duly formed organized and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Magellan GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has been duly formed and is validly existing under the Delaware Limited Liability Company Act (the “DLLCA”). Attached hereto as Schedule III is a listing of each of the Partnership’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”). Each of the Partnership’s Significant Subsidiaries has been duly formed, is validly existing as a corporation, limited liability company or limited partnership, as the case may be, and is in good standing as a corporation under the laws of the its jurisdiction in which it is formed (such jurisdictions listed on Schedule III). Each of the Partnership, the General Partner and the Significant Subsidiaries (each a “Partnership Entity” and collectively, the “Partnership Entities”) has organization with full corporate, limited liability or partnership power, as the case may be, corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in which it is engaged, and the Prospectus. Each of the Company Parties is duly registered or qualified to do transact business as a foreign entity corporation and is in good standing under in all jurisdictions in which the laws conduct of each jurisdiction that its business requires such registration or qualification, all of such jurisdictions being listed on Schedule C hereto, except where the failure to be so registered or qualified or to be in good standing would not reasonably be expected to (i) have a material adverse effect on (i) the condition (financial or otherwise), earningsproperties, cash flowassets, liabilities, results of operations, earnings, business or business prospects of the Partnership and its direct or indirect subsidiaries (collectively, the “Subsidiaries”), Company Parties taken as a whole whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”), ) or (ii) subject the limited partners performance of this Agreement or the Partnership transactions contemplated by this Agreement. At the Execution Time, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to any material liability or disabilitythe Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020.