Common use of Due Organization, Good Standing and Corporate Power Clause in Contracts

Due Organization, Good Standing and Corporate Power. Entergy is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. ESI, TransCo and each of the Utility OpCos is (and when formed, the TransCo Subs will be) a corporation or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization. Entergy and its Subsidiaries have all requisite corporate or limited liability company power and authority to own, lease and operate their respective properties and Assets that shall be contributed to TransCo or the TransCo Subs pursuant to the Separation Agreement and to carry on the Transmission Business as it is now being conducted. Entergy and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property or Assets owned, leased or operated by the Transmission Business that shall be contributed to TransCo or the TransCo Subs pursuant to the Separation Agreement or any Ancillary Agreement or the nature of the Transmission Business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Transmission Business MAE.

Due Organization, Good Standing and Corporate Power. Entergy Acquiror and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under or limited liability company or the Laws of the State of Delaware. ESI, TransCo and each of the Utility OpCos is (and when formed, the TransCo Subs will be) a corporation or other entity equivalent thereof duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization. Entergy incorporation, and its Subsidiaries have all has the requisite corporate or limited liability company power and authority to own, lease and operate their respective properties and Assets that shall be contributed to TransCo or the TransCo Subs pursuant to the Separation Agreement and its properties, to carry on the Transmission Business its business as it is now being conducted, and to enter into and perform its obligations under this Agreement or the Ancillary Agreements to which it is, or will be, a party and to consummate the transactions contemplated hereby and thereby. Entergy Acquiror and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property or Assets owned, leased or operated by the Transmission Business that shall be contributed to TransCo or the TransCo Subs pursuant to the Separation Agreement or any Ancillary Agreement it or the nature of the Transmission Business business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not been or would not reasonably be expected to havebe, individually or in the aggregate, a Transmission Business MAEmaterial to the Acquiror’s business.

Due Organization, Good Standing and Corporate Power. Entergy Transpro is a corporation duly organized, validly existing and in good standing under the Laws laws of the State Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of Delaware. ESI, TransCo and each of the Utility OpCos Transpro's Subsidiaries is (and when formed, the TransCo Subs will be) a corporation or other entity duly organized, validly existing and in good standing or has equivalent status under the Laws laws of the its jurisdiction of its incorporation (except as would not, individually or organization. Entergy in the aggregate, reasonably be expected to have a Transpro Material Adverse Effect) and its Subsidiaries have has all requisite corporate or limited liability company power and authority to own, lease and operate their respective its properties and Assets that shall be contributed to TransCo or the TransCo Subs pursuant to the Separation Agreement and to carry on the Transmission Business its business as it is now being conducted. Entergy Each of Transpro and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing or has equivalent status in each jurisdiction in which the property or Assets owned, leased or operated by the Transmission Business that shall be contributed to TransCo or the TransCo Subs pursuant to the Separation Agreement or any Ancillary Agreement it or the nature of the Transmission Business business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Transmission Business MAETranspro Material Adverse Effect.