Formation and Organization of the Company. The Company is duly organized, validly existing and in good standing as a limited liability company under the laws of its jurisdiction of formation with the power to own or lease its property.
Formation and Organization of the Company. The parties have formed the Company and hereby enter into this Agreement under the provisions of the Act, and the rights and liabilities of the Members shall be as provided in the Act except as herein otherwise provided.
Formation and Organization of the Company. The Members hereby ratify and, in all respects, confirm the formation of the Company as an Illinois limited liability company pursuant to the provisions of the Act. The Company shall exist on the terms and conditions and for the purposes stated herein and the rights and liabilities of the Members shall be as provided herein. In the event of any inconsistency between this Agreement and the Act, to the extent permitted by applicable law, the terms of this Agreement shall govern. The Members shall, from time to time, execute and file such other certificates and documents as the Manager may deem necessary or appropriate with respect to the formation of the Company and the conduct of its activities.
Formation and Organization of the Company. QIA undertakes: (a) to organize the Company prior to Closing as an “Article 68 Company” with Articles of Association, which shall not contain provisions that contradict the terms of this Agreement; (b) to contribute or cause to be contributed in kind the Business of DSM to the Company or otherwise cause the Company to own such business and (c) to provide (i) an interim balance sheet of the Company as of the end of the month following the transfer of such Business to the Company, which has been reviewed by the Company’s auditors (the “Opening Balance Sheet”) and (ii) a profit and loss statement covering the period between 31st December 2007 and the date of the Opening Balance Sheet.
Formation and Organization of the Company
