Common use of Good Standing of the Company and its Subsidiaries Clause in Contracts

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company 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. Each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares or ownership interests held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company 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. Each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock or other ownership interests of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness of the Company or its subsidiaries, as applicable, disclosed in the Pricing Disclosure Package and the Prospectus), such shares or ownership interests held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Delaware, 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 Pricing General Disclosure Package and the Prospectus and to enter into and perform its obligations under this AgreementProspectus; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in each jurisdiction all other jurisdictions in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of its 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 have a Material Adverse Effect. Each subsidiary The Company has no significant subsidiaries (as such term is defined in Rule 405 of the Company 1933 Act Regulations) other than as listed on Schedule D hereto (collectively, the “Subsidiaries”). Each of the Subsidiaries is wholly owned by the Company, has been duly organized and is validly existing and as an entity in good standing under the laws of its the jurisdiction of organization its organization, with corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each of the Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction all jurisdictions in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualified or be in good standing would not result in have a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and . The outstanding shares of capital stock of each of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares or ownership interests held by the Company are owned beneficially by the Company free and clear of any security interests, all liens, encumbrancesencumbrances and equities and claims; and no options, equities warrants or claimsother rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding. In the event that the Company has only one subsidiary, then all references herein to “Subsidiaries” of the Company shall be deemed to refer to such single subsidiary.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with Texas and has the requisite corporate power and authority to own its properties and to otherwise conduct its business as described in the Registration Statement, Prospectus and Time of Sale Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Change. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus, the Company does not own or control, directly or indirectly, any corporation, association or other entity. Each of the Company’s subsidiaries (each, a “Subsidiary,” and together, the “Subsidiaries”), as such term is defined in Rule 1-02 of Regulation S-X of the Commission (“Regulation S-X”), is identified in Schedule B to this Agreement. Each Subsidiary has been duly formed and is validly existing as a business entity in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementTime of Sale Prospectus, the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation business entity (corporate or otherwise) 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 EffectChange. Each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all All of the issued and outstanding shares of capital stock equity interests of each of the Company’s subsidiaries have Subsidiary has been duly authorized and validly issued, and are fully paid and nonassessable and, non-assessable; except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Time of Sale Prospectus), all such shares or ownership equity interests held are wholly owned by the Company are owned beneficially by the Company Company, directly or through its Subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance, claim or claimsequity, and none of the outstanding equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is a valid and subsisting corporation under the laws of the Province of Alberta and has the requisite corporate power and authority to own its properties and to otherwise conduct its business as described in the Registration Statement, Preliminary Prospectus, Prospectus and Time of Sale Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Change. Each of the Subsidiaries is identified in Schedule B to this Agreement. Each Subsidiary has been duly formed and is validly existing as a corporation business entity in good standing under the laws of the State jurisdiction of Delaware with corporate its formation, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementTime of Sale Prospectus, the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation business entity (corporate or otherwise) 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 EffectChange. Each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all All of the issued and outstanding shares of capital stock equity interests of each of the Company’s subsidiaries Subsidiary have been duly authorized and validly issued, and are fully paid and nonassessable and, non-assessable; except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Time of Sale Prospectus), all such shares or ownership equity interests held are wholly owned by the Company are owned beneficially by the Company Company, directly or through its Subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance, claim or claimsequity, and none of the outstanding equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is a valid and subsisting corporation under the laws of the Province of Alberta and has the requisite corporate power and authority to own its properties and to otherwise conduct its business as described in the Registration Statement, Preliminary Prospectus, Prospectus and Time of Sale Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Change. Each of the Subsidiaries is identified on Schedule C to this Agreement. Each Subsidiary has been duly formed and is validly existing as a corporation business entity in good standing under the laws of the State jurisdiction of Delaware with corporate its formation, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementTime of Sale Prospectus, the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation business entity (corporate or otherwise) 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 EffectChange. Each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all All of the issued and outstanding shares of capital stock equity interests of each of the Company’s subsidiaries Subsidiary have been duly authorized and validly issued, and are fully paid and nonassessable and, non-assessable; except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Time of Sale Prospectus), all such shares or ownership equity interests held are wholly owned by the Company are owned beneficially by the Company Company, directly or through its Subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance, claim or claimsequity, and none of the outstanding equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated organized and is validly existing as a corporation in good standing under the laws of the State of Delaware Rhode Island, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and to enter into and perform its obligations under this AgreementProspectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other 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, or reasonably be expected to, result in a material adverse effect on the business, management, financial condition or results of operation or prospects of the Company and its subsidiaries considered as a whole (a “Material Adverse Effect”); each of the Company’s subsidiaries that qualifies as a “significant subsidiary” under Section 1-02(w) of Regulation S-X (each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation or other entity (as applicable) in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with power and authority to own, lease and operate its properties and conduct its business as described in the General Disclosure Package and the Prospectus; each Significant Subsidiary is duly qualified as a foreign corporation or other entity (as applicable) 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. Each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, ; except where the failure to be so qualified or in good standing would not result in a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described otherwise disclosed in the Pricing General Disclosure Package and the Prospectus; , all of the issued and outstanding shares of capital stock or other equity interests (as applicable) of each of the Company’s subsidiaries have Significant Subsidiary has been duly authorized and are validly issued, is fully paid and nonassessable and, non-assessable and (except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the for shares or other equity interests in (as applicable) necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares directly or ownership interests held by the Company are owned beneficially by the Company through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance, claim or claimsequity.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company 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. Each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock or other ownership interests of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares or ownership interests held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with and has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Preliminary Prospectus, Prospectus or Time of Sale Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other 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 EffectChange. Each subsidiary of the Company Subsidiaries is identified in Schedule D to this Agreement. Each Subsidiary has been duly organized and is validly existing and as a business entity (corporate or otherwise) in good standing under the laws of its the jurisdiction of organization its organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus, and is duly qualified as a foreign business entity (corporate or otherwise) to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualificationqualification is required, except where the failure to so qualify or to be so qualified or in good standing would not result in a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all Change. All of the issued and outstanding shares of capital stock equity interests of each of the Company’s subsidiaries have Subsidiary has been duly authorized and validly issued, and are fully paid and nonassessable and, non-assessable; except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus or pursuant to credit facilities or indentures filed as exhibit(s) to the SEC Filings (collectively, the “Debt Instruments”), all such shares equity interests are or ownership interests held will be immediately after the time of the First Closing Date wholly owned by the Company are owned beneficially by the Company Company, directly or through its Subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance, claim or claimsequity, and none of the outstanding equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with and has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementStatements, the Pricing Disclosure Package and the Preliminary Prospectus, Prospectus or Time of Sale Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other 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 EffectChange. Each subsidiary of the Company Subsidiaries is identified in Schedule E to this Agreement. Each Subsidiary has been duly organized and is validly existing and as a business entity (corporate or otherwise) in good standing under the laws of its the jurisdiction of organization its organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus, and is duly qualified as a foreign business entity (corporate or otherwise) to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualificationqualification is required, except where the failure to so qualify or to be so qualified or in good standing would not result in a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all Change. All of the issued and outstanding shares of capital stock equity interests of each of the Company’s subsidiaries have Subsidiary has been duly authorized and validly issued, and are fully paid and nonassessable and, non-assessable; except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and Registration Statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus or pursuant to credit facilities or indentures filed as exhibit(s) to the SEC Filings (collectively, the “Debt Instruments”), all such shares equity interests are or ownership interests held will be immediately after the time of the First Closing Date wholly owned by the Company are owned beneficially by the Company Company, directly or through its Subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance, claim or claimsequity, and none of the outstanding equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with Nevada and has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Preliminary Prospectus, Prospectus or Time of Sale Prospectus and to enter into and perform its obligations under this Agreement; and the . The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other 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 EffectChange. Each subsidiary of the Company Subsidiaries is identified in Schedule D to this Agreement. Each Subsidiary has been duly organized and is validly existing and as a business entity (corporate or otherwise) in good standing under the laws of its the jurisdiction of organization its organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus, and is duly qualified as a foreign business entity (corporate or otherwise) to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualificationqualification is required, except where the failure to so qualify or to be so qualified or in good standing would not result in a Material Adverse Effect, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all Change. All of the issued and outstanding shares of capital stock equity interests of each of the Company’s subsidiaries have Subsidiary has been duly authorized and validly issued, and are fully paid and nonassessable andnon-assessable and are directly owned by the Company, free and clear of all liens, encumbrances, equities and claims; except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus or pursuant to credit facilities or indentures filed as exhibit(s) to the SEC Filings (collectively, the “Debt Instruments”), all such shares equity interests are or ownership interests held will be immediately after the time of the First Closing Date wholly owned by the Company are owned beneficially by the Company Company, directly or through its Subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance, claim or claimsequity, and none of the outstanding equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary.

Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated Each of Washington Gas Light Company, Hampshire Gas Company, Washington Gas Resources Corp., Crab Run Gas Company, American Combustion Industries, Inc., Washington Gas Energy Systems, Inc., Washington Gas Energy Services, Inc. and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementWashington Gas Credit Corp. (collectively, the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; “Subsidiaries”) and the Company is is, and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery) will be, a corporation or a limited liability company duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredorganized, 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. Each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization incorporation or formation. The Company and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not result in a Material Adverse EffectSubsidiaries has, and each has at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery) will have, full power and authority to ownconduct all the activities conducted by it, to own or lease all the assets owned or leased by it and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus; . The Company and each of its Subsidiaries is, and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery) will be, duly licensed or qualified to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of the issued and activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary. All of the outstanding shares of capital stock of each of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares or ownership interests held by the Company are owned beneficially by the Company free and clear of any security interests, all liens, encumbrancesencumbrances and claims whatsoever. Except for the stock of the Subsidiaries and as disclosed in the Registration Statement, equities the Company does not own, and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery) will not own, directly or claimsindirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity that could be considered a “significant subsidiary” under Rule 1-02 of Regulation S-X promulgated under the 1933 Act. Complete and correct copies of the certificate of incorporation and of the by-laws, or the instruments of formation and governance, of each of the Company, Washington Gas Light Company, Hampshire Gas Company, Washington Gas Resources Corp. and Crab Run Gas Company and all amendments thereto have been delivered to the Underwriters, and no changes therein will be made subsequent to the date hereof and prior to the Closing Time or, if later, the Date of Delivery.