Good Standing of the Company and the Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and the Company and Xxxxxxxxx & Company, Inc., a Delaware corporation (the “Subsidiary”) are in good standing and duly qualified to do business as foreign corporations under the laws of each jurisdiction that requires such qualification of the Company or any subsidiary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
Good Standing of the Company and the Subsidiaries. The Company and each of the subsidiaries listed in Schedule D hereto, which list includes all “significant subsidiaries” as defined in Rule 405 of the Rules and Regulations (the “Subsidiaries”), is duly organized, validly existing and, if applicable, in good standing under the laws of their respective jurisdictions of incorporation or organization. The Company and each of the Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation or limited liability company, as applicable, in each jurisdiction in which the nature of the business conducted by it or location of the assets or properties owned, leased or licensed by it requires such qualification, except for such jurisdictions where the failure to so qualify individually or in the aggregate would not have a material adverse effect on the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and the Subsidiaries considered as a whole (a “Material Adverse Effect”); and to the Company’s knowledge, no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. Other than the Subsidiaries in which the company holds de minimus equity interests and as disclosed in the Registration Statement and the Disclosure Package, the Company does not own, directly or indirectly, any shares of capital stock and does not have any other equity or ownership or proprietary interest in any corporation, partnership, association, trust, limited liability company, joint venture or other entity.
Good Standing of the Company and the Subsidiaries. The Company and each of its subsidiaries that would constitute a “significant subsidiary” of the Company in accordance with Rule 405 (collectively “the Subsidiaries”) (A) has been duly organized or formed, as the case may be, is validly existing and is in good standing under the laws of its jurisdiction of organization, (B) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets, and (C) is duly qualified or licensed to do business and is in good standing as a foreign corporation, partnership or other entity, as the case may be, authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (“Material Adverse Effect”).
Good Standing of the Company and the Subsidiaries. The Company and each of the Subsidiaries that is a corporation organized under the laws of a jurisdiction of the United States has been duly incorporated and the Company and each Subsidiary that is a corporation organized under the laws of a jurisdiction of the United States is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Prospectuses, and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other) or results of operations of the Company and the Subsidiaries, taken as a whole (any such event a "Material Adverse Effect"); the Company and each of the Subsidiaries that is not a corporation organized under the laws of a jurisdiction of the United States has been duly organized and is validly existing under the laws of the jurisdiction in which it is so organized, with the requisite power and authority to own its properties and conduct its business as now conducted and as described in the Prospectuses; except as set forth in Schedule D hereto (collectively, the "Subsidiaries"), the Company does not have any subsidiaries or own directly or indirectly any of the capital stock or other equity securities of any other person; all of the outstanding shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive or similar rights and, except pursuant to the Amended and Restated Credit Agreement, dated as of June 30, 1997 (the "Credit Agreement"), among the Company, Canadian Imperial Bank of Commerce, Merrxxx Xxxcx Xxxital Corporation, Dresdner Bank AG and the several lenders thereunder, are owned free and clear of all liens, encumbrances, equities and restrictions on transferability (other than those imposed by the 1933 Act and the state securities or "Blue Sky" laws); except as set forth in the Prospectuses, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary ...
Good Standing of the Company and the Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The term "Subsidiaries" as used in this Agreement shall include USN Communications Northeast, Inc. (formerly United Telemanagement Services, Inc.), USN Communications Long Distance, Inc. (formerly United Telecom of America, Inc.), Quest United, Inc., USN Southwest, Inc., U.S. Network Corporation, FoneNet/Ohio, Inc. ("FoneNet"), USN Solutions, Inc., USN Communications Midwest, Inc. (formerly USN Communications, Inc.), USN Communications Atlantic, Inc., USN Communications Virginia, Inc., USN Northeast, Inc. and Quest United, Inc. Each of the Company and its Subsidiaries has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectuses, and is duly registered and qualified to conduct its business and is in good standing under the laws of each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect and would not reasonably be expected to have a material adverse effect upon the financial condition, business, liabilities (contingent or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole (a "Material Adverse Effect").
Good Standing of the Company and the Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated, amalgamated or organized and is validly existing under the laws of its jurisdiction of incorporation, amalgamation or organization, as the case may be, and that the Company and each such subsidiary is duly qualified or authorized to transact business and is in good standing (in respect of the filing of annual returns where required or other information filings under applicable corporations information legislation) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business.
Good Standing of the Company and the Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and the Company and Jxxxxxxxx & Company, Inc., a Delaware corporation (the “Subsidiary”) are in good standing and duly qualified to do business as foreign corporations under the laws of each jurisdiction listed for them on Annex A hereto, such jurisdictions being the only jurisdictions that require such qualification of the Company or any subsidiary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
Good Standing of the Company and the Subsidiaries. The Company and the Subsidiaries have been duly incorporated or formed, as the case may be, and are validly existing as a corporation, limited liability company, limited partnership, limited company or other corporate entity as the case may be, in good standing under the laws of each of their respective jurisdictions of incorporation or organization, as the case may be, with power and authority (corporate and other) to own their properties and conduct their business as described in the General Disclosure Package and the Final Prospectus, and
Good Standing of the Company and the Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the General Disclosure Package and the Prospectus, and the Company and Xxxxxxxxx & Company, Inc., a Delaware corporation (the “Subsidiary”) are in good standing and duly qualified to do business as foreign corporations under the laws of each jurisdiction that requires such qualification of the Company or any subsidiary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
Good Standing of the Company and the Subsidiaries. Each of the Company and the Subsidiaries: (A) is a corporation duly incorporated, continued or amalgamated and validly existing in good standing under the laws of the jurisdiction in which it was incorporated, continued or amalgamated, as the case may be; (B) has all requisite corporate power and authority and is duly qualified and holds all Authorizations necessary or required to carry on its Business as now conducted and to own, lease or operate its properties and assets, including the Business Assets; (C) where required, has been duly qualified as an extra-provincial corporation or foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts Business; and (D) are not insolvent and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing their dissolution or winding up;
