Common use of Good Standing of Designated Subsidiaries Clause in Contracts

Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Designated Subsidiary” and, collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure Package, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each subsidiary of the Company listed on Schedule D C hereto (each a “Designated Subsidiary” and, such subsidiaries collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure Package, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the any Designated Subsidiaries Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries There is no subsidiary of the Company other than Designated Subsidiaries, considered in that is a significant subsidiary within the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in meaning of Rule 1-02 of under Regulation S-X.X that is not listed on Schedule C hereto.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X), each of which is listed on Schedule C-1 hereto, and each additional subsidiary listed on Schedule D C-1 hereto (together with the significant subsidiaries, each a “"Designated Subsidiary” " and, collectively, the “"Designated Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Offering Memorandum and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure Package, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, except for preferred stock, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder security holder of such Designated Subsidiary. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.(viii)

Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Designated Subsidiary” " and, collectively, the “"Designated Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Offering Memorandum and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except when the failure to do so would not result in a Material Adverse Effect; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Designated Subsidiaries. Each subsidiary of the Company listed on Schedule D hereto (each a “Designated Subsidiary” and, such subsidiaries collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure Package, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the any Designated Subsidiaries Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries There is no subsidiary of the Company other than Designated Subsidiaries, considered in that is a significant subsidiary within the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in meaning of Rule 1-02 of under Regulation S-X.X that is not listed on Schedule D hereto.

Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X, each a “Designated "Significant Subsidiary” and, collectively, the “Designated Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Offering Memorandum and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock of each Designated Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, in the case of the common stock of each such Significant Subsidiary, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Significant Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Significant Subsidiary. The subsidiaries only Significant Subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.are Sierra Pacific Power Company and Nevada Power Company.

Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Designated Subsidiary” " and, collectively, the “"Designated Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Offering Memorandum and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter or by-laws of any securityholder of such Designated SubsidiarySubsidiary or under any agreement to which the Company or any Designated Subsidiary is a party. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each subsidiary of the Company listed on Schedule D C hereto (each a “Designated Subsidiary” and, such subsidiaries collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure Package, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the any Designated Subsidiaries Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries There is no subsidiary of the Company other than Designated Subsidiaries, considered in that is a significant subsidiary within the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in meaning of Rule 1-02 of Regulation S-X.X under the Securities Act that is not listed on Schedule C hereto.

Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D hereto Subsidiary Guarantor and each other “significant subsidiary” of the Company (each a “Designated Subsidiary” and, as such term is defined in Rule 1-02 of Regulation S-X) (collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company an entity in good standing under the laws of the jurisdiction of its formationincorporation, has all requisite power (corporate or other power otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Final Offering Memorandum and is duly qualified as a foreign corporation or limited liability company entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Designated Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each subsidiary listed on Schedule D C hereto (each a “Designated Subsidiary” and, collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Offering Memorandum and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The other subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each significant subsidiary listed on Schedule D hereto of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Designated Subsidiary” and, collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Disclosure Package and Prospectus the Final Offering Memorandum and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackagePackage and the Final Offering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, Company directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D hereto Subsidiary ---------------------------------------- Guarantor and each other "significant subsidiary" of the Company (each a “Designated Subsidiary” and, as such term is defined in Rule 1-02 of Regulation S-X) (collectively, the “"Designated Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company an entity in good standing under the laws of the jurisdiction of its formationincorporation, has all requisite power (corporate or other power otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Final Offering Memorandum and is duly qualified as a foreign corporation or limited liability company entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each subsidiary listed on Schedule D C hereto (each a “"Designated Subsidiary” " and, collectively, the “"Designated Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure Package, all of the issued and outstanding capital stock of each such Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the any Designated Subsidiaries Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries of the Company other than the Designated Subsidiaries, Subsidiaries considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D C hereto (each a “Designated Subsidiary” and, collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure Package, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D hereto ---------------------------------------- Subsidiary Guarantor and each other "significant subsidiary" of the Company (each a “Designated Subsidiary” and, as such term is defined in Rule 1-02 of Regulation S-X) (collectively, the “"Designated Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company an entity in good standing under the laws of the jurisdiction of its formationincorporation, has all requisite power (corporate or other power otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Final Offering Memorandum and is duly qualified as a foreign corporation or limited liability company entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Designated Subsidiaries. Each material subsidiary of the Company is listed on Schedule D B hereto (each subsidiary on the list shall be referred to herein as a “"Designated Subsidiary” " and, collectively, as the “"Designated Subsidiaries”) "). Each Designated Subsidiary has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Offering Memorandum and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except, in the case of Designated Subsidiaries that are Wisconsin corporations, for certain statutory liabilities that may be imposed by Section 180.0622(b) of the Wisconsin Business Corporation Law (the "WBCL") for unpaid employee wages) and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each subsidiary listed on Schedule D C hereto (each a “"Designated Subsidiary” " and, collectively, the “"Designated Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Offering Memorandum and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The other subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D hereto of Healthtrust to be contributed to Holdings in connection with the Distribution (each a “"Designated Subsidiary” " and, collectively, the “"Designated Subsidiaries”") has been duly organized and is validly existing as a corporation or corporation, a limited liability company or a limited partnership in good standing under the laws of the jurisdiction of its incorporation or formation, has corporate or other the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus Offering Circular and is duly qualified as a foreign corporation or foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageOffering Circular, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is and, with respect to shares owned by the CompanyHealthtrust, such shares are owned by Healthtrust, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity other than those created pursuant to the New Credit Agreement; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The Triad has no direct subsidiaries of the Company other than Designated SubsidiariesHoldings and Holdings has no subsidiaries other than Triad Holdings II, considered in the aggregate as a single subsidiaryLLC and Triad Holdings III, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Inc.

Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK, Ohio, L.L.C. (each a “"Designated Subsidiary” " and, collectively, the “"Designated Subsidiaries”") has been duly organized and is validly existing and in good standing, where applicable, as a corporation or corporation, limited liability company in good standing or limited partnership, as the case may be, under the laws of the jurisdiction of its formation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified as a foreign corporation or corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any securityholder of such Designated Subsidiary. The subsidiaries of Subsidiary or under any agreement to which the Company other than or any Designated Subsidiaries, considered in the aggregate as Subsidiary is a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.party.

Good Standing of Designated Subsidiaries. Each subsidiary of the Guarantor listed on Schedule D C hereto (each a “Designated Subsidiary” and, such subsidiaries collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure Package, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyGuarantor, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the any Designated Subsidiaries Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries There is no subsidiary of the Company other than Designated Subsidiaries, considered in Guarantor that is a significant subsidiary within the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in meaning of Rule 1-02 of Regulation S-X.X that is not listed on Schedule C hereto.