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Formation and Qualification
Formation and Qualification contract clause examples

Each Company is duly incorporated or formed, as applicable, and, except as permitted under [Section 8.3(i)] hereof, is continuing in existence and, where such concept is relevant, in good standing as a legal entity under the laws of its jurisdiction of incorporation listed on [Schedule 5.2(a)] hereto and is qualified to do business and is in good standing in the states listed on [Schedule 5.2(a)] hereto which constitute all states in which qualification and good standing are necessary for such Company to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Company. Each Loan Party has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any amendment or changes thereto.

Each Credit Party is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on [Schedule 5.2(a)] and is qualified to do business and is in good standing in the states listed on [Schedule 5.2(a)] which constitute all states in which qualification and good standing are necessary for such Credit Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party has delivered to Agent true and complete copies of its Organizational Documents as of the Closing Date and will promptly notify Agent of any amendment or changes thereto.

Formation. On or within thirty (30) days after the Effective Date, the Parties shall establish a joint steering committee (“Joint Steering Committee” or “JSC”) to oversee and manage the relationship between the parties solely with respect to the Product, and to serve as a forum for review and discussion of promotional and marketing activities with respect to the Product in the United States. Without limiting the foregoing or any other functions the Parties agree to assign to the Joint Steering Committee and the Joint Steering Committee shall perform the following, as applicable:

Formation. Within […​…] after the Effective Date, the Parties shall establish a joint steering committee (the “JSC”) that shall oversee the activities of the Parties under the Collaboration. The JSC shall be comprised of at least […​…] representatives from each Party. Each Party’s JSC representatives shall have appropriate technical credentials, experience, knowledge, and authority within such Party’s organization for service on the JSC in light of the functions, responsibilities and authority of the JSC. Each Party may replace any or all its representatives on the JSC with individual(s) of appropriate credentials, experience, knowledge and authority at any time upon written notice to the other Party. Additional representatives or consultants of a Party may from time to time, by mutual consent of the Parties, be invited to attend JSC meetings; provided that such representatives and consultants are subject to written confidentiality and non-use obligations no less stringent than the requirements of ARTICLE VIII.

Formation. Within […​…] of the formation of the JSC, the Parties shall establish a subcommittee to manage the overall coordination, communication and oversight of the Parties’ activities with respect to the Patent Rights arising under this Agreement (the “Patent Subcommittee”). Each Party shall designate […​…] for the Patent Subcommittee, which representative may, but need not be, an employee of such Party. Each representative shall have the appropriate level of experience regarding patent prosecution, maintenance, enforcement, and defense of Patent Rights. Each Party may designate a substitute for its Patent Subcommittee representative if such Party’s designated representative is unable to be present at a meeting. From time to time each Party may replace its representative by written notice to the other Party specifying the prior representative and his or her replacement.

Formation. Prior to the date hereof, AXA Equitable has formed AUH as a wholly-owned subsidiary under the laws of Delaware, pursuant to the Articles of Incorporation.

Formation. Within ​ days after the Effective Date, the Parties will establish a joint advisory committee (the “Joint Advisory Committee” or “JAC”) to oversee and coordinate Research and Development activities under this Agreement and perform such other duties specifically described in this Agreement. The JAC will be comprised of ​ representatives from each Party, with one such representative having ​. The JAC will conduct its responsibilities hereunder in good faith and with reasonable care and diligence. The JAC will meet in person at least # once per Calendar Quarter during the [[Unknown Identifier]] Guide Research Term and # twice per Calendar Year in each Calendar Year following the conclusion of the [[Unknown Identifier]] Guide Research Term, on such dates and at such times and places as agreed to by the members of the JAC. The purpose of the JAC will be to provide a forum for information sharing relating to Research and Development activities conducted pursuant to this Agreement, including information pertaining to Manufacturing as it relates to such Research and Development activities, including commercial scale-up. The JAC will have no decision-making authority except as expressly provided in Sections 2.1.1 and 3.1.2(e))]. Each Party will be responsible for its own expenses relating to attendance at or participation in JAC meetings.

Formation. Within ​, the Parties shall establish a joint steering committee (the “JSC”) to monitor and coordinate the Development and Commercialization of Licensed Products in the Field in the Territory. The JSC will be composed of an equal number of representatives from each Party and a minimum of ​ representatives of each Party, with # at least ​ senior-level representatives from Zai who are fluent in English, # at least ​ representative of each Party that have direct knowledge and expertise in the development and commercialization of products similar to Licensed Products.

Formation. As soon as practical after the Effective Date, the Parties shall establish a joint development committee (the “JDC”). The JDC shall consist of three (3) representatives from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the issues falling within the jurisdiction of the JDC. From time to time, each Party may substitute one or more of its representatives to the JDC on written notice to the other Party. Abbott shall select from its representatives the chairperson for the JDC. From time to time, Abbott may change the representative who will serve as chairperson on written notice to [[Surmodics:Organization]].

Section # Formation and Qualification

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