Example ContractsClausesFormation and Qualification
Formation and Qualification
Formation and Qualification contract clause examples

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.

Each Loan Party is duly formed or incorporated and in good standing under the laws of its respective state or other jurisdiction of organization or incorporation listed on [Schedule 5.2(a)] (as such schedule may from time to time be updated in accordance with Section 7.18) and each Loan Party is qualified to do business and is in good standing in the states and other jurisdictions listed with respect to that Loan Party on [Schedule 5.2(a)] (as such schedule may from time to time be updated in accordance with Section 7.18), which constitute all states and other jurisdictions in which qualification and good standing are necessary for such Loan Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The state organizational number of each Loan Party is set forth on [Schedule 5.2(a)] (as such schedule may from time to time be updated in accordance with Section 7.18). Each Loan Party has delivered to Agent true and complete copies of its certificate of formation, limited liability company agreement, certificate of incorporation, by-laws, partnership agreement or other applicable documents relating to such Loan Party’s formation and governance, as the case may be, and will promptly notify Agent of any amendment or changes thereto.

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 Borrower is duly incorporated or formed and in good standing under the laws of the jurisdiction listed on [Schedule 5.2(a)] and is qualified to do business and is in good standing in the jurisdictions listed on [Schedule 5.2(a)] which constitute all jurisdictions in which qualification and good standing are necessary for such Borrower 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 Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicable, and will promptly notify Agent of any material amendment or material changes thereto.

Each Borrower 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 Borrower 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 Borrower. Each Borrower 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.

Each Loan 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 Loan 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 on such Loan Party. 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.

The Company is duly formed, validly existing and in good standing under the laws of the State of North Carolina. Except as set forth in [Section 4.02(a)] of the Disclosure Schedule, the Company is duly qualified to do business as a foreign corporation in the states where it is required to be so qualified. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted. [Section 4.02(a)] of the Disclosure Schedule contains a true and correct list of the jurisdictions in which each of the Company is qualified or registered to do business as a foreign entity.

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 ​ days after the Effective Date, the Parties shall establish a joint steering committee (the “JSC”) to cooperate, coordinate, integrate and monitor the Development and Commercialization of the Products in the Field in the Territory under this Agreement. Each Party shall appoint ​ representatives (or such other equal number of representatives as agreed by the Parties in writing) to the JSC, each of whom shall be an officer or employee of the applicable Party having sufficient seniority within such Party to make decisions arising within the scope of the JSC’s responsibilities. Each Party may replace its JSC representatives upon written notice to the other Party; provided that the Parties shall use reasonable efforts not to make changes to such representatives during the first ​ months after establishment of the JSC. Upon the JSC’s establishment, a representative from Zai shall act as the chairperson of the JSC. Once a year, the role of chairperson shall rotate between the Parties. The chairperson shall not have any greater authority than any other representative of the JSC.

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