Common use of Valid Organization Clause in Contracts

Valid Organization. (a) Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business as a foreign entity in all states where it is necessary and required to be so qualified or licensed in order to perform the obligations and effect the transactions contemplated by the Transaction Documents to which it is a party, except where the failure to be so qualified or licensed would not reasonably be expected to cause a Material Adverse Effect. (b) The Entities are limited liability companies duly formed, validly existing and in good standing under the laws of the State of Delaware, and are duly qualified or licensed to do business as a foreign entity in all states where it is necessary and required to be so qualified or licensed in order to has all requisite limited liability company power and authority, to own or otherwise hold and operate its assets except where the failure to be so qualified or licensed would not reasonably be expected to cause a Material Adverse Effect.