The Company (a) is a general partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware, and (b) has all requisite general partnership power and general partnership authority to own, lease and operate its properties and to carry on in all material respects its businesses as owned or conducted on the date hereof. The Company is duly qualified or licensed and in good standing to do business as a foreign entity under the Laws of each jurisdiction in which the nature of its business, or the ownership, leasing or operation of its properties or assets, makes such qualification necessary, except where the failure of such qualification, license or registration would not reasonably be expected to have a Material Adverse Effect.