Common use of Good Standing of Designated Subsidiaries Clause in Contracts

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 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, limited liability company or limited partnership, as the case may be, under the laws of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign 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 Prospectus, 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 at least 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 Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party.

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 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, limited liability company or limited partnership, as the case may be, under the laws of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign 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 Prospectus, 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 at least 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 interests of the Designated Subsidiaries was were 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 Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party.

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 a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and as a corporation in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, standing under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation 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 ProspectusOffering Memorandum, 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 at least 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 charter or operative document or agreement by-laws of any Designated Subsidiary 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 "“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 and in good standing, where applicable, as a corporation, a limited liability company or a limited partnership, as the case may be, partnership in good standing under the laws of the jurisdiction of its formation, incorporation or formation has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, partnership 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 Prospectus, all of the issued and outstanding capital stock or other equity interest ownership interests of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and at least 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity other than those under the Company’s Senior Secured Credit Agreement (as defined in the Prospectus); none of the outstanding shares of capital stock or other equity interest ownership interests 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 or under any agreement to which the Company or any Designated Subsidiary is a partySubsidiary.

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 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, a limited liability company or a limited partnership, as the case may be, partnership in good standing under the laws of the jurisdiction of its formation, incorporation or formation has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, partnership 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 ProspectusOffering Memorandum, all of the issued and outstanding capital stock or other equity interest ownership interests of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and at least 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity other than those under the Company's Senior Secured Credit Agreement (as defined in the Offering Memorandum); none of the outstanding shares of capital stock or other equity interest ownership interests 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 or under any agreement to which the Company or any Designated Subsidiary is a partySubsidiary.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) Company, which entities are listed on Schedule C hereto (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, partnership or limited liability company or limited partnershipcompany, as the case may be, in good standing under the laws of the jurisdiction of its formationincorporation or organization, has the power and authority (corporate, partnership or other, as the case may be) to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and is duly qualified as a foreign corporation, partnership or limited liability company or limited partnershipcompany, 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 to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the ProspectusOffering Memorandum, all of the issued and outstanding capital stock stock, limited partnership interests or other equity interest membership interests, as the case may be, of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and at least 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 stock, limited partnership interests or other equity interest membership interests, as the case may be, 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 or under any agreement to which the Company or any Designated Subsidiary is a partySubsidiary.

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 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, a limited liability company or a limited partnership, as the case may be, partnership in good standing under the laws of the jurisdiction of its incorporation or formation, has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectus, and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, partnership 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 Prospectus, all of the issued and outstanding capital stock or other equity interest ownership interests of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and at least 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity other than those under the Company’s senior secured credit facilities; none of the outstanding shares of capital stock or other equity interest ownership interests 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 stockholder of such Designated Subsidiary or under any agreement to which Subsidiary. The only Designated Subsidiaries of the Company or any Designated Subsidiary is a partyare the subsidiaries listed on Schedule C hereto.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" subsidiary of the Company Guarantor listed on Schedule C hereto (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Designated Subsidiary" and, subsidiaries collectively, the "“Designated Subsidiaries"”) has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, other entity (as the case may be, ) in good standing under the laws of the jurisdiction of its incorporation or formation, has corporate, limited liability or other power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, other entity (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 not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the ProspectusRegistration Statement, 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 at least 99% thereof 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 or other equity interest of the any Designated Subsidiaries Subsidiary was issued in violation of any the 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 or under any agreement to which Subsidiary. There is no subsidiary of the Company or any Designated Subsidiary Guarantor that is a partysignificant subsidiary within the meaning of Rule 1-02 under Regulation S-X that is not listed on Schedule C hereto.

Good Standing of Designated Subsidiaries. Each "significant subsidiary" subsidiary of the Company listed on Schedule C hereto (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Designated Subsidiary" and, subsidiaries collectively, the "“Designated Subsidiaries"”) has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, other entity (as the case may be, ) in good standing under the laws of the jurisdiction of its incorporation or formation, has corporate, limited liability or other power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, other entity (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 not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the ProspectusRegistration Statement, 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 at least 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 any Designated Subsidiaries Subsidiary was issued in violation of any the 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 or under any agreement to which Subsidiary. All “Designated Subsidiaries,” as such term is defined in the Company or any Designated Subsidiary is a partyProspectus, are 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 a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") Subsidiaries has been duly organized and is validly existing and in good standing, where applicable, as a corporation or a public benefit corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its formationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, corporation to transact business and is in good standing 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 ProspectusOffering Memorandum, 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 at least 99% thereof is directly or indirectly 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 any Designated Subsidiaries Subsidiary was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting charter or operative document or agreement by-laws of any such Designated Subsidiary or under any agreement to which the Company or any such Designated Subsidiary is a party. The Company has no subsidiaries other than Rhythms Links Inc., Rhythms Links Inc. -- Virginia, Rhythms Canada and Rhythms Europe (collectively, the "Designated Subsidiaries").