Common use of Significant Subsidiaries Clause in Contracts

Significant Subsidiaries. Each subsidiary of the Company that is a significant subsidiary as defined in Regulation S-X, Item 1-02(w) promulgated by the Commission (collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing under the laws of its jurisdiction of organization, with power and authority (corporate, limited liability company or limited partnership) to own its properties and conduct its business as described in the General Disclosure Package, and has been duly qualified for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Change; and all the outstanding shares of capital stock or other ownership interests of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and (except (i) in the case of foreign subsidiaries, for directors’ qualifying shares, (ii) the pledge of such stock or other ownership interests pursuant to the security agreements, pledge agreements, indentures, mortgages and deeds of trust securing or permitted by the Company’s senior secured debt as set forth in the General Disclosure Package and (iii) as otherwise set forth in the General Disclosure Package) are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, security interests or similar claims other than as disclosed in the General Disclosure Package or as would not result in a Material Adverse Change (each, a “Lien”).

Significant Subsidiaries. Each subsidiary of the Company that is a significant subsidiary as defined in Regulation S-X, Item 1-02(w) promulgated by the Commission (collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing under the laws of its jurisdiction of organization, with power and authority (corporate, limited liability company or limited partnership) to own its properties and conduct its business as described in the General Disclosure Package, and has been duly qualified for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Change; and all the outstanding shares of capital stock or other ownership interests of each Significant Subsidiary have been duly authorized and validly issued, are fully fully-paid and nonassessable, and (except (i) in the case of foreign subsidiaries, for directors’ qualifying shares, (ii) the pledge of such stock or other ownership interests pursuant to the security agreements, pledge agreements, indentures, mortgages and deeds of trust securing or permitted by the Company’s senior secured debt as set forth in the General Disclosure Package and (iii) as otherwise set forth in the General Disclosure Package) are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, security interests or similar claims other than as disclosed in the General Disclosure Package or as would not result in a Material Adverse Change (each, a “Lien”).

Significant Subsidiaries. Each subsidiary of the Company that “significant subsidiary” (as such term is a significant subsidiary as defined in Rule 1-02 of Regulation S-X, Item 1-02(w) promulgated by of the Commission Company (collectively, the “Significant Subsidiaries”) has been duly incorporated, organized and or formed, is validly existing under the laws of its jurisdiction of organization, with power and authority (corporate, limited liability company as a corporation or limited partnership) to own its properties and conduct its other business as described in the General Disclosure Package, and has been duly qualified for the transaction of business and is entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation (to the extent the concept of good standing or any functional equivalent is applicable in such jurisdiction), has the corporate or other business entity power and authority to own or lease its property and to conduct its business as described in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which it owns the conduct of its business or leases properties, its ownership or conducts any business, so as to require leasing of property requires such qualification, other than where except to the extent that the failure to be so qualified or be in good standing would not, individually singly or in the aggregate, result in have a Material Adverse ChangeEffect on the Company and its subsidiaries, taken as a whole; and all of the outstanding issued shares of capital stock or other ownership equity interests of each Significant Subsidiary of the Company have been duly and validly authorized and validly issued, are fully paid and nonassessable, non-assessable and (except (i) in the case of foreign subsidiaries, for directors’ qualifying shares, (ii) the pledge of such stock are owned directly or other ownership interests pursuant to the security agreements, pledge agreements, indentures, mortgages and deeds of trust securing or permitted indirectly by the Company’s senior secured debt as set forth in the General Disclosure Package and (iii) as otherwise set forth in the General Disclosure Package) are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, security interests equities or similar claims, except for such liens, encumbrances, equities or claims other than as disclosed that would not be, singly or in the General Disclosure Package or aggregate, material to the Company and its subsidiaries, taken as would not result in a Material Adverse Change (each, a “Lien”)whole.

Significant Subsidiaries. Each subsidiary For purposes of the Company that is a this Agreement, “Significant Subsidiary” shall mean significant subsidiary as defined in Rule 1-02 of Regulation S-XX under the Securities Exchange Act of 1934, Item 1-02(w) promulgated by the Commission as amended (collectively, the “Exchange Act”). Each of the Company’s Significant Subsidiaries”) has been Subsidiaries is a corporation or other legal entity duly organized and is organized, validly existing and, to the extent such concept or similar concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of incorporation or organization, with has the corporate or other entity power and authority (corporateto own, limited liability company or limited partnership) to own operate and lease its properties and conduct to carry on its business as described in it is now being conducted, and, to the General Disclosure Packageknowledge of the Company, and has been is duly qualified for the transaction of to do business and is in good standing under the laws of (where applicable) in each jurisdiction in which it owns the ownership, operation or leases properties, lease of its property or conducts any business, so as to require the conduct of its business requires such qualification, other than where the in each case except for jurisdictions in which such failure to be so qualified or to be in good standing would notdoes not and is not reasonably likely to have, individually or in the aggregate, result in a Company Material Adverse Change; and all Effect. All of the outstanding shares of capital stock of, or other ownership interests in, each of each the Company’s Significant Subsidiary have been Subsidiaries are duly authorized and authorized, validly issued, are fully paid and nonassessable, and nonassessable (except to the extent provided by Applicable Law) and, as of the date of this Agreement, are owned, directly or indirectly, by the Company (i) in the case other than shares of foreign subsidiariescapital stock of, for directors’ qualifying shares, (ii) the pledge of such stock or other ownership interests pursuant to the security agreementsin, pledge agreements, indentures, mortgages and deeds any of trust securing or permitted by the Company’s senior secured debt as set forth in the General Disclosure Package and (iii) as otherwise set forth in the General Disclosure Package) Significant Subsidiaries that are owned directly or indirectly by Holdings or Parent, as to which the Company makes no representation or warranty), to the knowledge of the Company, directly or indirectly, free and clear of all mortgages, deeds of trust, liens, encumbrancessecurity interests, security interests or similar claims pledges, leases, conditional sale contracts, charges, privileges, easements, rights of way, reservations, options, rights of first refusal and other than as disclosed in the General Disclosure Package or as would not result in a Material Adverse Change encumbrances (each, a “LienLiens”).

Significant Subsidiaries. Each subsidiary of the Company that is a significant subsidiary as defined in Regulation S-X, Item 1-02(w) promulgated by the Commission (collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing under the laws of its jurisdiction of organization, with power and authority (corporate, limited liability company or limited partnership) to own its properties and conduct its business as described in the General Disclosure Package, and has been duly qualified for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Change; and all the outstanding shares of capital stock or other ownership interests of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and (except (i) in the case of foreign subsidiaries, for directors’ qualifying shares, (ii) the pledge of such stock or other ownership interests pursuant to the security agreements, pledge agreements, indentures, mortgages and deeds of trust securing or permitted by the Company’s senior secured debt as set forth in the General Disclosure Package and (iii) as otherwise set forth in the General Disclosure Package) are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, security interests or similar claims other than as disclosed in the General Disclosure Package or as would not result in a Material Adverse Change (each, a “Lien”).

Significant Subsidiaries. Each subsidiary of the Company that is a significant subsidiary (as defined in Regulation S-X, Item 1-02(wRule 405 under the Act) promulgated by the Commission of NiSource (collectively, each direct and indirect significant subsidiary of NiSource being hereinafter referred to as a “Significant Subsidiary” and all such direct and indirect significant subsidiaries of NiSource being hereinafter referred to collectively as the “Significant Subsidiaries”) has been duly organized incorporated or duly formed and is a validly existing corporation or limited liability company, as the case may be, in good standing under the laws of its the jurisdiction of organizationits incorporation or formation, with power and authority (corporate, limited liability company corporate or limited partnershipliability, and other) to own its properties and conduct its business as described in the General Pricing Disclosure Package, Package and has been the Final Supplemented Prospectus; and each Significant Subsidiary is duly qualified for to do business as a foreign corporation or limited liability company, as the transaction of business and is case may be, in good standing under the laws of each jurisdiction in all other jurisdictions in which it owns its ownership or leases properties, lease of property or conducts any business, so as to require the conduct of its business requires such qualification, other than where or is subject to no material liability or disability by reason of the failure to be so qualified or in good standing would not, individually or in any such jurisdiction; all of the aggregate, result in a Material Adverse Change; issued and all the outstanding shares of capital stock or other ownership equity interests of each Significant Subsidiary have has been duly authorized and validly issued, are issued and is fully paid and, to the extent applicable, nonassessable; and nonassessable, and (except (i) as otherwise disclosed in the case Pricing Disclosure Package and the Final Supplemented Prospectus, all of foreign subsidiaries, for directors’ qualifying shares, (ii) the pledge of such capital stock or other ownership equity interests pursuant to the security agreements, pledge agreements, indentures, mortgages and deeds of trust securing or permitted by the Company’s senior secured debt as set forth in the General Disclosure Package and (iii) as otherwise set forth in the General Disclosure Package) are each Significant Subsidiary is owned by the CompanyNiSource, directly or indirectlythrough subsidiaries, free and clear of all from liens, encumbrances, security interests or similar claims other than as disclosed in the General Disclosure Package or as would not result in a Material Adverse Change (each, a “Lien”)encumbrances and defects.

Significant Subsidiaries. Each subsidiary of the Company that is a significant subsidiary (as defined in Regulation S-X, Item 1-02(wRule 405 under the Act) promulgated by the Commission of NiSource (collectively, each direct and indirect significant subsidiary of NiSource being hereinafter referred to as a “Significant Subsidiary” and all such direct and indirect significant subsidiaries of NiSource being hereinafter referred to collectively as the “Significant Subsidiaries”) has been duly organized incorporated or duly formed and is a validly existing corporation or limited liability company, as the case may be, in good standing under the laws of its the jurisdiction of organizationits incorporation or formation, with power and authority (corporate, limited liability company corporate or limited partnershipliability, and other) to own its properties and conduct its business as described in the General Pricing Disclosure Package, Package and has been the Final Supplemented Prospectus; and each Significant Subsidiary is duly qualified for to do business as a foreign corporation or limited liability company, as the transaction of business and is case may be, in good standing under the laws of each jurisdiction in all other jurisdictions in which it owns its ownership or leases properties, lease of property or conducts any business, so as to require the conduct of its business requires such qualification, other than where or is subject to no material liability or disability by reason of the failure to be so qualified or in good standing would not, individually or in any such jurisdiction; all of the aggregate, result in a Material Adverse Change; issued and all the outstanding shares of capital stock or other ownership equity interests of each Significant Subsidiary have has been duly authorized and validly issued, are issued and is fully paid and, to the extent applicable, non-assessable; and nonassessable, and (except (i) as otherwise disclosed in the case Pricing Disclosure Package and the Final Supplemented Prospectus, all of foreign subsidiaries, for directors’ qualifying shares, (ii) the pledge of such capital stock or other ownership equity interests pursuant to the security agreements, pledge agreements, indentures, mortgages and deeds of trust securing or permitted by the Company’s senior secured debt as set forth in the General Disclosure Package and (iii) as otherwise set forth in the General Disclosure Package) are each Significant Subsidiary is owned by the CompanyNiSource, directly or indirectlythrough Subsidiaries (as defined below), free and clear of all from liens, encumbrances, security interests or similar claims other than as disclosed in the General Disclosure Package or as would not result in a Material Adverse Change (each, a “Lien”)encumbrances and defects.

Significant Subsidiaries. Each subsidiary of the Company that “significant subsidiary” (as such term is a significant subsidiary as defined in Rule 1-02 of Regulation S-X, Item 1-02(w) promulgated by of the Commission Company (collectively, the “Significant Subsidiaries”) has been duly incorporated, organized and or formed, is validly existing under the laws of its jurisdiction of organization, with power and authority (corporate, limited liability company as a corporation or limited partnership) to own its properties and conduct its other business as described in the General Disclosure Package, and has been duly qualified for the transaction of business and is entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation (to the extent the concept of good standing or any functional equivalent is applicable in such jurisdiction), has the corporate or other business entity power and authority to own or lease its property and to conduct its business as described in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which it owns the conduct of its business or leases properties, its ownership or conducts any business, so as to require leasing of property requires such qualification, other than where except to the extent that the failure to be so qualified or be in good standing would not, individually singly or in the aggregate, result in have a Material Adverse ChangeEffect on the Company and the Subsidiaries, taken as a whole; and all of the outstanding issued shares of capital stock or other ownership equity interests of each Significant Subsidiary of the Company have been duly and validly authorized and validly issued, are fully paid and nonassessable, non-assessable and (except (i) in the case of foreign subsidiaries, for directors’ qualifying shares, (ii) the pledge of such stock are owned directly or other ownership interests pursuant to the security agreements, pledge agreements, indentures, mortgages and deeds of trust securing or permitted indirectly by the Company’s senior secured debt as set forth in the General Disclosure Package and (iii) as otherwise set forth in the General Disclosure Package) are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, security interests equities or similar claims, except for such liens, encumbrances, equities or claims other than as disclosed that would not, singly or in the General Disclosure Package or as would not result in aggregate, have a Material Adverse Change (eachEffect on the Company and the Subsidiaries, taken as a “Lien”)whole.