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

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").