Common use of Good Standing of Significant Subsidiaries Clause in Contracts

Good Standing of Significant Subsidiaries. Each significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act), if any, and JDN Development (each, a "Significant Subsidiary") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its 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 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 qualify or be in good standing would not result in a Material Adverse Effect; except as stated in the Prospectus, all of the issued and outstanding equity securities of each Significant Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and are owned by the Company, directly or through subsidiaries (except in the case of JDN Development, the outstanding voting common stock of which is owned 99% by J. Donaxx Xxxxxxx xxx 1% by the Company, and the outstanding non-voting common stock of which is owned 100% by the Company), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Significant Subsidiary; (g) by deleting Paragraph (8) ("Capitalization") of Section 1 thereof in its entirety and by inserting in lieu thereof the following:

Good Standing of Significant Subsidiaries. Each significant subsidiary (as such term is defined in Rule 1-02 Significant Subsidiary of Regulation S-X promulgated under the 1933 Act), if any, and JDN Development (each, a "Significant Subsidiary") Company has been duly organized and is validly existing and as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its formationorganization, has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus and is duly qualified as a foreign corporation corporation, limited or general partnership or limited liability company, 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 so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as stated otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities shares of capital stock of each Significant Subsidiary such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and are validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries (except in the case of JDN Development, the outstanding voting common stock of which is owned 99% by J. Donaxx Xxxxxxx xxx 1% by the Company, and the outstanding non-voting common stock of which is owned 100% by the Company)subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the issued and outstanding shares of capital stock of any Significant Subsidiary was such subsidiary that is a corporation, none of the issued in violation of preemptive or other similar rights and outstanding partnership interests of any securityholder such subsidiary that is a limited or general partnership, and none of such Significant Subsidiary; (g) by deleting Paragraph (8) ("Capitalization") of Section 1 thereof in its entirety the issued and by inserting in lieu thereof the following:outstanding limited liability

Good Standing of Significant Subsidiaries. Each significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act), if any, and JDN Development (each, a "Significant Subsidiary") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its 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 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 qualify or be in good standing would not result in a Material Adverse Effect; except as stated in the Prospectus, all of the issued and outstanding equity securities of each Significant Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and are owned by the Company, directly or through subsidiaries (except in the case of JDN Development, the outstanding voting common stock of which is owned 99% by J. Donaxx Xxxxxxx xxx 1% by the Company, and the outstanding non-voting common stock of which is owned 100% by the Company), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Significant Subsidiary; (gf) by deleting Paragraph (8) ("Capitalization") of Section 1 thereof in its entirety and by inserting in lieu thereof the following:

Good Standing of Significant Subsidiaries. Each “significant subsidiary subsidiary” of Serena (as such term is defined in Rule 1-02 of Regulation S-X promulgated under X) (each a “Designated Subsidiary” and, collectively, the 1933 Act), if any, and JDN Development (each, a "Significant Subsidiary"“Designated Subsidiaries”) has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in both the Prospectus Disclosure Package and the Final Offering Memorandum and is duly qualified as a foreign 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 so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as stated otherwise disclosed in both the ProspectusDisclosure Package and the Final Offering Memorandum, all of the issued and outstanding equity securities capital stock of each Significant Designated Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are (except for directors’ qualifying shares) is owned by the CompanyXxxxxx, directly or through subsidiaries (except in the case of JDN Development, the outstanding voting common stock of which is owned 99% by J. Donaxx Xxxxxxx xxx 1% by the Company, and the outstanding non-voting common stock of which is owned 100% by the Company)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 any Significant Subsidiary the Designated Subsidiaries was issued in violation of any preemptive or other similar rights of any securityholder of such Significant Designated Subsidiary; (g) by deleting Paragraph (8) ("Capitalization") . The other subsidiaries of Section 1 thereof Serena other than Designated Subsidiaries, considered in its entirety and by inserting the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in lieu thereof Rule 1-02 of Regulation S-X. Prior to giving effect to the following:consummation of the Merger, MergerCo has no subsidiaries.

Good Standing of Significant Subsidiaries. Each significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act), if any, and JDN Development Company, Inc. (each, a "Significant Subsidiary") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its 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 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 qualify or be in good standing would not result in a Material Adverse Effect; except as stated in the Prospectus, all of the issued and outstanding equity securities of each Significant Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and are owned by the Company, directly or through subsidiaries (except in the case of JDN DevelopmentDevelopment Company, Inc., the outstanding voting common stock of which is owned 99% by J. Donaxx Xxxxxxx xxx 1% by the Company, and the outstanding non-voting common stock of which is owned 100% by the Company), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of preemptive or other similar rights of any securityholder security holder of such Significant Subsidiary."; (giii) by deleting Paragraph (8) ("Capitalization,") of Section 1 thereof in its entirety and by inserting in lieu thereof the following:

Good Standing of Significant Subsidiaries. Each significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act), if any, and JDN Development Company, Inc. (each, a "Significant Subsidiary") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its 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 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 qualify or be in good standing would not result in a Material Adverse Effect; except as stated in the Prospectus, all of the issued and outstanding equity securities of each Significant Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and are owned by the Company, directly or through subsidiaries (except in the case of JDN DevelopmentDevelopment Company, Inc., the outstanding voting common stock of which is owned 99% by J. Donaxx Xxxxxxx xxx 1% by the Company, and the outstanding non-voting common stock of which is owned 100% by the Company), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of preemptive or other similar rights of any securityholder security holder of such Significant Subsidiary."; (giii) by deleting Paragraph (8) ("Capitalization.") of Section 1 thereof in its entirety and by inserting in lieu thereof the following:

Good Standing of Significant Subsidiaries. Each "significant subsidiary subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act), if any, and JDN Development X) (each, each a "Significant Subsidiary") has been duly organized and is validly existing and as a corporation in good standing under 739869.1 3 the laws of the jurisdiction of its formationincorporation, has the requisite 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 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 so qualify or to be in good standing would not result in a Material Adverse Effect; except as stated in the Prospectus, all of the issued and outstanding equity securities capital stock of each Significant Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries (except in the case of JDN Development, the outstanding voting common stock of which is owned 99% by J. Donaxx Xxxxxxx xxx 1% by the Company, and the outstanding non-voting common stock of which is owned 100% by the Company)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 any the Significant Subsidiary Subsidiaries was issued in violation of any preemptive or other similar rights arising by operation of law, or under the charter or by-laws of any securityholder of such Significant Subsidiary; (g) by deleting Paragraph (8) ("Capitalization") of Section 1 thereof in its entirety and by inserting in lieu thereof Subsidiary or under any agreement to which the following:Company or any Significant Subsidiary is a party.

Good Standing of Significant Subsidiaries. Each significant subsidiary Significant Subsidiary (as such term is defined in Rule 1-02 below) of Regulation S-X promulgated under the 1933 Act), if any, and JDN Development (each, a "Significant Subsidiary") Company has been duly organized and is validly existing and as a corporation in good standing under the laws of the its jurisdiction of its formationorganization, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Registration Statement, the Disclosure Package and the Prospectus; and each Significant Subsidiary is duly qualified as a foreign 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 so qualify or to be in good standing would not result in a Material Adverse Effect; except as stated in the Prospectus, all . The shares of the issued and outstanding equity securities capital stock of each Significant Subsidiary have been duly authorized and validly issued and are validly issued, fully paid and non-assessable and are owned by the Company, directly or through subsidiaries (except in the case of JDN Development, the outstanding voting common stock of which is owned 99% by J. Donaxx Xxxxxxx xxx 1% by the Company, and the outstanding non-voting common stock of which is owned 100% by the Company), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityassessable; and none of the issued and outstanding shares of capital stock of any either Significant Subsidiary was issued in violation of any preemptive or other similar rights of any securityholder of such Significant Subsidiary; ; and all shares of common stock of each Significant Subsidiary are owned by the Company, free and clear of any security interests and other liens and encumbrances and of any equities, claims and other adverse interests. Nevada Power Company d/b/a NV Energy and Sierra Pacific Power Company d/b/a NV Energy, each a Nevada corporation (g) by deleting Paragraph (8) ("Capitalization") and each a “Significant Subsidiary”), are each a “significant subsidiary” within the meaning of Section 1 thereof in its entirety Rule 405 under the 1933 Act, and by inserting in lieu thereof the following:Company has no other such significant subsidiary.