Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed and is validly existing as an entity in good standing under the laws of the jurisdiction of its formation, has full 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 and the Prospectus and is duly qualified as a foreign 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 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, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-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 . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, significant subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries Subsidiaries listed on Schedule D hereto.hereto and (b) certain other subsidiaries which, 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 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full the corporate 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 and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the operation, 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, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D 1 hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration StatementStatement or as would not result in a Material Adverse Effect, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary except where such failure would not result in a Material Adverse Effect. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D 1 hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of [ ] (each of [ ] a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationorganization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 result, singly or in the aggregate, in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest membership interests of each such 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 . None of the outstanding shares of capital stock or membership interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoSubsidiaries.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiariesthe Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-assessable and assessable; each such Subsidiary is wholly owned by the Company, directly or through subsidiaries; all of the outstanding capital stock of such Subsidiaries which is owned by the Company, directly or through subsidiaries, is owned 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 Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Final Prospectus and is duly qualified as a foreign 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 Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-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 . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed of the Company named in Exhibit 21.01 to the Company's Annual Report on Schedule D hereto Form 10-K for the year ended December 31, 1996 (each a “"Significant Subsidiary” and, collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant 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 any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.Exhibit 21.01 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 and (b) certain other subsidiaries which, 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 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed and is validly existing as an entity in good standing under the laws of the jurisdiction of its formation, has full 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 and the Prospectus and is duly qualified as a foreign 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 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, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company (other than those that are inactive, unregulated or carry on only nominal business) are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary of the subsidiaries of the Company listed on Schedule D IV hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed incorporated or organized and is validly existing as an entity a company or corporation in good standing under the laws of the jurisdiction of its formation, incorporation or organization and has full the necessary corporate 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 Pricing Prospectus and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, the Pricing Prospectus or the Prospectus, all of the issued and outstanding share capital or capital stock or other ownership interest of each such Subsidiary 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 equityequity interest; none of the outstanding shares of share capital or capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretosubsidiary.

Good Standing of Subsidiaries. Each subsidiary listed in Exhibit 21.1 to the Company’s Annual Report on Schedule D hereto Form 10-K for the most recently ended fiscal year (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretoin Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act or (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company as defined in Rule 405 of Regulation C of the 1933 Act Regulations (each a “Subsidiary” and, collectively, the “"Significant Subsidiaries”") has been duly formed incorporated and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 and be in good standing would not result in have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, or the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; and, except as otherwise disclosed described in the Registration StatementProspectuses, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, except for directors' qualifying shares (if applicable), 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company is identified in Exhibit B to this Agreement (each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”) ). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full all 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 Time of Sale Prospectus and the Prospectus Prospectus, and is duly qualified as a foreign 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 so to qualify or to be in good standing would not result in have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Subsidiary of the Subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and is assessable; except as otherwise disclosed in the Registration Statement, all such shares are wholly owned by the Company, directly or through subsidiariesSubsidiaries, 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 Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company is listed on Schedule D hereto E to this Agreement (each a “Subsidiary” and, collectively, the “Subsidiaries”) ). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the its jurisdiction of its formationincorporation, has full the corporate 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 and the Prospectus Final Prospectuses and is duly qualified as a foreign entity 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 Registration StatementGeneral Disclosure Package and the Final Prospectuses, all of the issued and outstanding share capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed incorporated or organized and is validly existing as an a corporation or other valid legal entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full with corporate power and authority to own, lease and operate own its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Package, and is duly qualified to do business as a foreign entity to transact business and is corporation in good standing in each jurisdiction all other jurisdictions in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result in reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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; and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of Investview, as such term is defined in Rule 1-02 of Regulation S-X (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly formed incorporated or organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus SEC Reports and is duly qualified as a foreign 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, all . All of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyInvestview, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on in Schedule D hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries Subsidiaries listed on Schedule D hereto.B hereto and (b) certain other subsidiaries which 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 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.C hereto and (b) certain other subsidiaries which, 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 Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”as such term is defined in Rule 1-02 of Regulation S-X) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing or equivalent status 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 not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of the issued and outstanding capital stock or other ownership interest interests of each such Subsidiary 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 encumbrance or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretoclaim.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.C hereto and (b) certain other subsidiaries which, 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 Subsidiaries. Each direct or indirect subsidiary listed on Schedule D hereto of the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable assessable, and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, Exhibit 21 to the Registration Statement sets forth a complete list of the Company are Subsidiaries, except to the subsidiaries listed on Schedule D heretoextent permitted by the rules and regulations of the Commission.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. Each direct and indirect subsidiary listed on Schedule D hereto of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an a national bank, corporation or other entity in good standing under the laws of the jurisdiction of its formationorganization, has full 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 and the Prospectus and is duly qualified as a foreign 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 so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such any Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each direct or indirect subsidiary listed on Schedule D hereto of the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its incorporation or formation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-non assessable and is owned by the Company, directly or through subsidiarieswholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity except for those arising under any credit facility or loan agreement ("Credit Facilities") to which the Company or any of its Subsidiaries is a party as disclosed in the Registration Statement, General Disclosure Package and the Prospectus; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing or with active status under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing or has active status 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 or to have active status would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”as such term is defined in Rule 1-02 of Regulation S-X) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing or equivalent status 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 not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of the issued and outstanding capital stock or other ownership interest interests of each such Subsidiary subsidiary (to the extent held by NRG Energy, Inc. (“NRG”)) 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 encumbrance or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretoclaim.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Garmin Corp. and Garmin International (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Chautauqua Airlines, Inc., Republic Airline Inc. and Shuttle America Corporation (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation and in good standing (if recognized by such jurisdiction) under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration StatementProspectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. (A) Each subsidiary listed Subsidiary of the Company set forth on Schedule D C hereto (which lists all subsidiaries of the Company) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, except as otherwise disclosed in the Registration Statement, is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “"Subsidiary” and, ," and collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (A) the subsidiaries listed on Schedule D hereto.C hereto and (B) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary 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 . None of the outstanding shares of capital stock of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretosubsidiary.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Xxxxx Respiratory Products, Inc. and Xxxxx Respiratory Operations, Inc. (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Chautauqua Airlines, Inc. and Republic Airline Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation and in good standing (if recognized by such jurisdiction) under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration StatementProspectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. (A) Each subsidiary listed Subsidiary of the Company set forth on Schedule D E hereto (which lists all subsidiaries of the Company) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 of the 1933 Act Regulations) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationorganization, has full organizational 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 and the Prospectus and is duly qualified as a foreign 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 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, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.C.

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Good Standing of Subsidiaries. Each subsidiary of the ----------------------------- Company which is required to be listed on Schedule D hereto Exhibit 21 to the Registration Statement (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company which are the subsidiaries required to be listed on Schedule D heretoExhibit 21 to the Registration Statement have been so listed.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.C hereto and (b) certain other subsidiaries which, 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 Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X) of the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration StatementProspectus, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement as may be amended from time to time.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (of CLR Roasters, LLC and Khrysos Industries, Inc., each a “Subsidiary” andsubsidiary that is material to the business and operations of the Company, collectively, the “Subsidiaries”) has been duly formed and organized, is validly existing as an entity and in good standing under the laws of the jurisdiction of its incorporation or formation, has full corporate or similar 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 and the Prospectus Prospectus, and is duly qualified as a foreign 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 its business, except where the failure so to qualify or to be so qualified or 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, all . All of the issued and outstanding capital stock or other ownership interest interests of each such Subsidiary 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 . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiariesOther than CLR Roasters, LLC and Khrysos Industries, Inc., the Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X). For the purposes of this Agreement, “subsidiary” means each direct and indirect, indirect subsidiary of the Company are the subsidiaries listed on Schedule D heretoCompany.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such 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 encumbrance or equity; none claim. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed incorporated or otherwise organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its incorporation or other formation, has full due 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 and the Prospectus and each Significant Subsidiary (as defined herein) is duly qualified as a foreign entity 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 to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and assessable, and, except as set forth on Schedule D attached hereto, is directly or through Subsidiaries wholly owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Attached hereto as Schedule D hereto.D

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationorganization, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity organization 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, all of the issued and outstanding capital stock or other ownership interest of each such 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, other than any that secure the Company's credit facilities identified in the Company's current report on Form 8-K filed on September 7, 2001; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Final Prospectus and is duly qualified as a foreign 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 Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company is identified in Exhibit B to this Agreement (each a “"Subsidiary” and, collectively, " and collectively the “"Subsidiaries”) "). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementStatement and Prospectus, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 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, all . All of the issued and outstanding capital stock or other ownership interest of each such Subsidiary of the Subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and is assessable; except as otherwise disclosed in the Registration Statement, all such shares are wholly owned by the Company, directly or through subsidiariesSubsidiaries, 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 Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” andof Procom Technology FSC, collectivelyMegabyte Computerhandels AG, the “Subsidiaries”) Invincible Technology Acquisition Corp., Procom AG, Procom SPA, Procom Technology, UK and Scofima Software S.r.l. has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary 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 any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.A hereto and no subsidiary of the Company other than Megabyte Computerhandels AG is a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.hereto and (b) certain other subsidiaries which, 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 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing a corporation under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement except for such subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X).

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed incorporated and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding shares of capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is are 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 any Subsidiary was the Subsidiaries were issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary The entities listed on Schedule D SCHEDULE B hereto are the only subsidiaries, direct or indirect, of the Company (each a “Subsidiary” and, "SUBSIDIARY," and collectively, the “"Subsidiaries”) "). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Offering Memorandum and is duly qualified as a foreign entity 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 Registration StatementOffering Memorandum, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except for any security interest securing the Credit Agreement); none of the outstanding shares of capital stock of any Subsidiary the Subsidiaries was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “"Subsidiary” and, " and collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each direct and indirect subsidiary listed on Schedule D hereto of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an a national bank, corporation, limited liability company or other entity in good standing under the laws of the jurisdiction of its formationorganization, has full 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 and the Prospectus and is duly qualified as a foreign 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 so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and except for Memphis Publishing Company and Evansville Courier Company, Inc., 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement, none of which are significant subsidiaries as defined above.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company ----------------------------- which is required to be listed on Schedule D hereto Exhibit 21 to the Registration Statement (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company which are the subsidiaries required to be listed on Schedule D heretoExhibit 21 to the Registration Statement have been so listed.

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 has not resulted, or would not result reasonably be expected to result, in a Material Adverse Effect; except as otherwise disclosed in or contemplated by the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such 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 pledge or equitylien that reasonably would be expected to result in a Material Adverse Effect; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary that reasonably would be expected to result in a Material Adverse Effect. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Good Standing of Subsidiaries. Each subsidiary The only direct or indirect Subsidiaries of the Company are corporations listed on Schedule D I hereto (each each, a “"Subsidiary” and, " and collectively, the “"Subsidiaries”) "). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationorganization, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectuses, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none equity other than the pledges to banks under the loan agreements of the Company. None of the outstanding shares of capital stock of any Subsidiary the Subsidiaries was issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of Subsidiary or under any agreement to which the Company are the subsidiaries listed on Schedule D heretoor any Subsidiary is a party.

Good Standing of Subsidiaries. Each subsidiary of the Company is listed on Schedule D hereto E to this Agreement (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”) "). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the its jurisdiction of its formationincorporation, has full the corporate 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 and the Prospectus Final Prospectuses and is duly qualified as a foreign entity 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 Registration StatementGeneral Disclosure Package and the Final Prospectuses, all of the issued and outstanding share capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D SCHEDULE C hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of 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 “"Significant Subsidiary” and, collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant 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 any Significant Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries, direct and indirect, Significant Subsidiaries of the Company are the subsidiaries listed on Schedule D heretoSierra Pacific Power Company and Nevada Power Company.

Good Standing of Subsidiaries. Each subsidiary The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto (Exhibit 21.1 to the 10-K. Each of the Operating Partnership and each a “Subsidiary” and, collectively, the “Subsidiaries”) other subsidiary has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction state of its formationformation or organization, has full power and corporate or similar authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest equity interests of each such Subsidiary has subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock equity interests of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretosubsidiary.

Good Standing of 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 “"Subsidiary” and, " and collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.hereto and (b) certain other subsidiaries which, 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 Subsidiaries. Each subsidiary listed on Schedule D hereto of ECI Capital Corporation, ECI Services, Inc., JPH Properties, Inc. and ECI Cemetery Services, Inc. (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Offering Memorandum and is duly qualified as a foreign entity 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 Registration StatementOffering Memorandum, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a Asignificant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each Other than Hangzhou UTStarcom, Ltd., UTStarcom China, Ltd. (the "Subsidiary") is the only significant subsidiary listed on Schedule D hereto (each a “Subsidiary” andas defined in Rule 1-02 of Regulation S-X) of the Company, collectively, the “Subsidiaries”) and has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any the Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary pursuant to the Subsidiary. The only subsidiaries, direct and indirect, of 's charter documents or applicable law or any agreement or instrument to which such Subsidiary is a party or by which the Company are the subsidiaries listed on Schedule D heretoSubsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. There are no “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X). Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary 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 . None of the outstanding shares of capital stock of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each significant subsidiary listed on Schedule D hereto (as such is defined in Regulation S-X of the 1933 Act) of the Company (each a “"Subsidiary” " and, collectivelycollectivexx, the “xxx "Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date hereof, the only subsidiaries, direct and indirect, subsidiaries of the Company that are the subsidiaries required to be listed on Schedule D heretoExhibit 21 to the Registration Statement are so listed (as if such schedule was prepared on the date hereof).

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D A hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Chautauqua Airlines, Inc. and Republic Airline, Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation and in good standing (if recognized by such jurisdiction) under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration StatementProspectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus Prospectuses and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement. Except as described in the Registration Statement, the Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other entity.

Good Standing of 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 “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), if any, has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary Subsidiary, if any, has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, There are no Subsidiaries of the Company are the subsidiaries listed on Schedule D heretothe Annual Report on Form 10-K of the Company for the year ended December 31, 2012.

Good Standing of Subsidiaries. (A) Each subsidiary listed Subsidiary of the Company set forth on Schedule D hereto (which lists all subsidiaries of the Company) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D 1 hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of DiCE Molecules SV, Inc. and DiCE Alpha, Inc. (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar 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 and the Prospectus and is duly qualified as a foreign 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 reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such 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 . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed of the Company set forth on Schedule D E hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D E hereto.. 5

Good Standing of 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 “"Significant Subsidiary” and, collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 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 any Significant Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries, direct and indirect, Significant Subsidiaries of the Company are the subsidiaries listed on Schedule D heretoSierra Pacific Power Company and Nevada Power Company.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, of the “Subsidiaries”) Subsidiaries has been duly formed organized and is validly existing as an entity a corporation in good standing standing, or the equivalent thereof, under the laws of the jurisdiction of its formationincorporation, has full all necessary corporate 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 and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing standing, or the equivalent thereof, 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 standing, or the equivalent thereof, would not not, individually or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoG hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”).

Good Standing of 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 “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate 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 and the Prospectus and is duly qualified as a foreign entity 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 Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such 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 any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.