Good Standing of Designated Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act), if any, has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failures to so qualify or be in good standing would not in the aggregate result in a Material Adverse Effect.
Good Standing of Designated Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Designated Subsidiary” and, collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Prospectus or General Disclosure Package, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. The subsidiaries of the Company other than Designated Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.
Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and NEXTLINK Pennsylvania, L.P. and NEXTLINK Ohio, L.L.C. (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, under the laws of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party;
Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, under the laws of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Prospectus, all of the issued and outstanding capital stock or other equity interest of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and at least 99% thereof is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interest of the Designated Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the constituting or operative document or agreement of any Designated Subsidiary or under any agreement to which the Company or any Designated Subsidiary is a party.
Good Standing of Designated Subsidiaries. Each of the subsidiaries of the Company listed on Schedule B hereto (collectively, the “Company Subsidiaries” and, individually, each a “Company Subsidiary”) has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership in good standing under the laws of its state or other jurisdiction of incorporation or formation. Each Company Subsidiary is duly qualified and in good standing as a foreign corporation, limited liability company, general partnership or limited partnership in each jurisdiction in which the character or location of its assets or property (owned, leased or licensed) or the nature of its business makes such qualification necessary, except for such jurisdictions where the failure to qualify would not have a Material Adverse Effect. The Company does not control, directly or indirectly, any corporation, partnership, joint venture, association or other business organization other than the Company Subsidiaries. All of the issued and outstanding capital stock or other ownership interests, as the case may be, of each Company Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company (with respect to ownership only, with the exception of MGM Grand Detroit, LLC (including its subsidiaries), MGM Grand (Macau) Limited and MGM MIRAGE Hospitality Development (LLC) (Dubai) (in which the Company has approximately a 97%, 89.99% and 99% interest, respectively)), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than the liens provided for under the Company’s 13.00% Senior Secured Notes due 2013, 10.375% Senior Secured Notes due 2014, 11.125% Senior Secured Notes due 2017 and 9.00% Senior Secured Notes due 2020. 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.
Good Standing of Designated Subsidiaries. Each of ACI Corp. and ACI Corp. -- Virginia (collectively, the "Designated Subsidiaries") has been duly organized and is validly existing as a corporation (or, in the case of ACI Corp. -- Virginia, a Virginia public benefit corporation) in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is directly owned by the Company (or, in the case of ACI Corp. -- Virginia, by ACI Corp.), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Designated Subsidiary was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter or by-laws of such Designated Subsidiary or under any agreement to which the Company or such Designated Subsidiary is a party. The Company has no subsidiaries other than the Designated Subsidiaries.
Good Standing of Designated Subsidiaries. Except as disclosed in each of the Pricing Disclosure Package and the Prospectus, the Company does not own, lease or license any asset or property or conduct any business outside the United States of America other than in connection with foreign marketing offices that are incidental to the Company’s marketing activities. Each of the subsidiaries of the Company listed on Schedule D hereto (collectively, the “Company Subsidiaries” and, individually, each a “Company Subsidiary”) has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership in good standing under the laws of its state or other jurisdiction of incorporation or formation. Each of the Company Subsidiaries that is a general partnership has been duly formed and is validly existing as a general partnership under the laws of its state or other jurisdiction of formation. Each Company Subsidiary is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction in which the character or location of its assets or property (owned, leased or licensed) or the nature of its business makes such qualification necessary, except for such jurisdictions where the failure to qualify would not have a Material Adverse Effect. The Company does not control, directly or indirectly, any corporation, partnership, joint venture, association or other business organization other than the Company Subsidiaries. All of the issued and outstanding capital stock or other ownership interests, as the case may be, of each Company Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company (with the exception of MGM Grand Detroit, LLC (including its subsidiaries), MGM Grand (Macao) Limited and MGM Grand Olympia Ltd. (in which the Company has approximately a 97%, 89.99% and 82.5% interest, respectively)), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for liens permitted under the Indenture as supplemented by the Supplemental Indenture as described under “Limitations on Liens” in the Pricing Disclosure Package and the Prospectus.
Good Standing of Designated Subsidiaries. Kohl'x Xxxartment Stores, Inc., a Delaware corporation, Kohl's Investment Corp., a Delaware corporation, Kohl'x Xxxnsylvania, Inc., a Pennsylvania corporation and Kohl's Illinois, Inc., a Nevada corporation, are the only "significant subsidiaries" of the Company (as such term is defined under Regulation S-X) and each is validly existing as a corporation in good standing under the laws of the State of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Offering Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.
Good Standing of Designated Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing and in good standing, where applicable, as a corporation, limited liability company or limited partnership, as the case may be, under the laws of the jurisdiction of its formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the
Good Standing of Designated Subsidiaries. 4 (viii) Capitalization....................................4 (ix) Authorization of Agreement........................4 (x) Authorization of the Indenture....................4 (xi) Authorization of the Securities...................4 (xii) Description of the Securities and the Indenture...5 (xiii) Absence of Defaults and Conflicts.................5 (xiv) Absence of Labor Dispute..........................6 (xv) Absence of Proceedings............................6 (xvi) Possession of Intellectual Property...............6 (xvii) Absence of Further Requirements...................6 (xviii) Possession of Licenses and Permits................6 (xix) Title to Property.................................7 (xx) Environmental Laws................................7 (xxi) Investment Company Act............................8 (xxii) Similar Offerings.................................8 (xxiii) Rule 144A Eligibility.............................8 (xxiv) No General Solicitation...........................8 (xxv)
