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VWR International, LLC, et al. – ‘S-4’ on 4/4/13 – ‘EX-3.2(C)’

On:  Thursday, 4/4/13, at 4:54pm ET   ·   Accession #:  1193125-13-142282   ·   File #s:  333-187731, -01, -02, -03, -04, -05, -06, -07, -08

Previous ‘S-4’:  ‘S-4’ on 12/24/07   ·   Next & Latest:  ‘S-4/A’ on 4/24/13

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/04/13  VWR International, LLC            S-4                  141:20M                                    Donnelley … Solutions/FA
          VWR Funding, Inc.
          VWR, Inc.
          VWR Management Services, LLC
          Anachemia Chemicals, LLC
          Amresco, LLC
          Anachemia Mining, LLC
          Sovereign Scientific, LLC
          BioExpress, LLC

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   2.60M 
                Business-Combination Transaction                                 
 2: EX-3.1(B)   Articles of Incorporation/Organization or Bylaws    HTML     42K 
 3: EX-3.1(C)   Articles of Incorporation/Organization or Bylaws    HTML    104K 
 4: EX-3.1(G)   Articles of Incorporation/Organization or Bylaws    HTML     58K 
 5: EX-3.1(H)   Articles of Incorporation/Organization or Bylaws    HTML     53K 
 6: EX-3.1(I)   Articles of Incorporation/Organization or Bylaws    HTML     55K 
 7: EX-3.2(C)   Articles of Incorporation/Organization or Bylaws    HTML     63K 
 8: EX-3.2(D)   Articles of Incorporation/Organization or Bylaws    HTML     63K 
 9: EX-3.2(I)   Articles of Incorporation/Organization or Bylaws    HTML     63K 
10: EX-3.2(J)   Articles of Incorporation/Organization or Bylaws    HTML     55K 
11: EX-3.2(K)   Articles of Incorporation/Organization or Bylaws    HTML     73K 
12: EX-4.2(C)   Instrument Defining the Rights of Security Holders  HTML     68K 
13: EX-5.1      Opinion of Counsel re: Legality                     HTML     55K 
14: EX-5.2      Opinion of Counsel re: Legality                     HTML     62K 
15: EX-5.3      Opinion of Counsel re: Legality                     HTML     50K 
16: EX-5.4      Opinion of Counsel re: Legality                     HTML     56K 
18: EX-21.1     Subsidiaries List                                   HTML     59K 
19: EX-23.5     Consent of Experts or Counsel                       HTML     41K 
20: EX-25.1     Statement re: Eligibility of Trustee -- Form T-1    HTML    133K 
                or T-2                                                           
21: EX-99.1     Miscellaneous Exhibit                               HTML    146K 
22: EX-99.2     Miscellaneous Exhibit                               HTML     48K 
23: EX-99.3     Miscellaneous Exhibit                               HTML     52K 
24: EX-99.4     Miscellaneous Exhibit                               HTML     62K 
17: EX-12.1     Statement re: Computation of Ratios                 HTML     56K 
99: R1          Document and Entity Information                     HTML     55K 
77: R2          Consolidated Balance Sheets                         HTML    152K 
94: R3          Consolidated Balance Sheets (Parenthetical)         HTML     56K 
103: R4          Consolidated Statements of Operations               HTML     88K  
129: R5          Consolidated Statements of Comprehensive Income or  HTML     97K  
                Loss                                                             
80: R6          Consolidated Statements of Stockholders' Equity     HTML     78K 
93: R7          Consolidated Statements of Cash Flows               HTML    180K 
71: R8          Background and Nature of Operations                 HTML     48K 
60: R9          Summary of Significant Accounting Policies          HTML     79K 
131: R10         New Accounting Standards                            HTML     50K  
105: R11         Goodwill and Other Intangible Assets, net           HTML    117K  
104: R12         Acquisitions                                        HTML     67K  
111: R13         Impairments of Goodwill and Intangible Assets       HTML     51K  
112: R14         Property and Equipment                              HTML     57K  
109: R15         Accrued Expenses                                    HTML     54K  
113: R16         Debt                                                HTML    124K  
95: R17         Income Taxes                                        HTML    128K 
100: R18         Benefit Programs                                    HTML    193K  
107: R19         Share-Based Compensation                            HTML     68K  
140: R20         Financial Instruments and Fair Value Measurements   HTML    142K  
122: R21         Comprehensive Income or Loss                        HTML     76K  
87: R22         Commitments and Contingencies                       HTML     71K 
106: R23         Transactions with Related Parties                   HTML     49K  
90: R24         Segment Financial Information                       HTML    101K 
50: R25         Quarterly Financial Information                     HTML     71K 
123: R26         Condensed Consolidating Financial Information       HTML    429K  
136: R27         Valuation and Qualifying Accounts                   HTML     63K  
65: R28         Summary of Significant Accounting Policies          HTML    168K 
                (Policies)                                                       
64: R29         Summary of Significant Accounting Policies          HTML     55K 
                (Tables)                                                         
69: R30         Goodwill and Other Intangible Assets, net (Tables)  HTML    124K 
70: R31         Acquisitions (Tables)                               HTML     48K 
72: R32         Property and Equipment (Tables)                     HTML     58K 
39: R33         Accrued Expenses (Tables)                           HTML     51K 
120: R34         Debt (Tables)                                       HTML     86K  
84: R35         Income Taxes (Tables)                               HTML    127K 
88: R36         Benefit Programs (Tables)                           HTML    201K 
55: R37         Share-Based Compensation (Tables)                   HTML     47K 
139: R38         Financial Instruments and Fair Value Measurements   HTML    137K  
                (Tables)                                                         
31: R39         Comprehensive Income or Loss (Tables)               HTML     75K 
74: R40         Commitments and Contingencies (Tables)              HTML     58K 
127: R41         Segment Financial Information (Tables)              HTML     97K  
52: R42         Quarterly Financial Information (Tables)            HTML     68K 
63: R43         Condensed Consolidating Financial Information       HTML    434K 
                (Tables)                                                         
68: R44         Background and Nature of Operations - Additional    HTML     46K 
                Information (Detail)                                             
78: R45         Summary of Significant Accounting Policies -        HTML     63K 
                Additional Information (Detail)                                  
38: R46         Summary of Significant Accounting Policies -        HTML     47K 
                Foreign Currency Exchange Gains and Losses                       
                Included in Other Income (Expense), Net (Detail)                 
59: R47         Summary of Significant Accounting Policies -        HTML     47K 
                Percentage of Inventories Determined Using LIFO                  
                Method (Detail)                                                  
33: R48         Summary of Significant Accounting Policies - Total  HTML     46K 
                Advertising Expense, Including Amortization of                   
                Capitalized Direct-Response Advertising Costs                    
                (Detail)                                                         
125: R49         Goodwill and Other Intangible Assets, net -         HTML     65K  
                Changes in Carrying Value of Goodwill by Segment                 
                (Detail)                                                         
51: R50         Goodwill and Other Intangible Assets, net - Gross   HTML     60K 
                Amount of Goodwill and Accumulated Impairment                    
                Losses by Segment (Detail)                                       
121: R51         Goodwill and Other Intangible Assets, net -         HTML     70K  
                Components of Other Intangible Assets (Detail)                   
56: R52         Goodwill and Other Intangible Assets, net -         HTML     57K 
                Additional Information (Detail)                                  
75: R53         Goodwill and Other Intangible Assets, net -         HTML     47K 
                Amortization Expense (Detail)                                    
32: R54         Goodwill and Other Intangible Assets, net -         HTML     60K 
                Schedule of Estimated Amortization Expense                       
                (Detail)                                                         
35: R55         Acquisitions - Additional Information (Detail)      HTML     53K 
67: R56         Acquisitions - Supplemental Pro-forma Financial     HTML     46K 
                Information of Acquisitions (Detail)                             
43: R57         Impairments of Goodwill and Intangible Assets -     HTML     79K 
                Additional Information (Detail)                                  
132: R58         Property and Equipment - Property and Equipment,    HTML     58K  
                Net (Detail)                                                     
82: R59         Property and Equipment - Depreciation Expense       HTML     45K 
                (Detail)                                                         
110: R60         Accrued Expenses - Components of Accrued Expenses   HTML     80K  
                (Detail)                                                         
58: R61         Accrued Expenses - Additional Information (Detail)  HTML     56K 
61: R62         Debt - Additional Information (Detail)              HTML    259K 
118: R63         Debt - Carrying Value of Debt Obligations (Detail)  HTML     58K  
114: R64         Debt - Summary of Principal Maturities of Debt      HTML     95K  
                (Detail)                                                         
86: R65         Income Taxes - Components of Income (Loss) Before   HTML     54K 
                Income Taxes (Detail)                                            
116: R66         Income Taxes - Components of Income Tax             HTML     89K  
                (Provision) Benefit (Detail)                                     
57: R67         Income Taxes - Additional Information (Detail)      HTML     92K 
91: R68         Income Taxes - (Provision) Benefit for Income       HTML     74K 
                Taxes in Accompanying Statements of Operations                   
                (Detail)                                                         
135: R69         Income Taxes - Deferred Tax Assets and Liabilities  HTML    121K  
                (Detail)                                                         
34: R70         Income Taxes - Classification of Deferred Income    HTML     63K 
                Taxes in Consolidated Balance Sheets (Detail)                    
49: R71         Income Taxes - Changes in Reserve Associated with   HTML     62K 
                Uncertain Tax Positions (Detail)                                 
76: R72         Benefit Programs - Additional Information (Detail)  HTML     69K 
41: R73         Benefit Programs - Change in Benefit Obligation,    HTML    110K 
                Change in Plan Assets, and Reconciliation of                     
                Funded Status (Detail)                                           
138: R74         Benefit Programs - Amounts Recognized in            HTML     62K  
                Consolidated Balance Sheet (Detail)                              
53: R75         Benefit Programs - Schedule of Net Periodic         HTML     63K 
                Pension Income (Detail)                                          
44: R76         Benefit Programs - Net Actuarial Losses Included    HTML     47K 
                in Other Comprehensive Income or Loss (Detail)                   
48: R77         Benefit Programs - Schedule of Assumptions Used in  HTML     62K 
                Determining Net Periodic Pension and Projected                   
                Benefit Obligation (Detail)                                      
36: R78         Benefit Programs - Schedule of Fair Value of Plan   HTML     72K 
                Assets (Detail)                                                  
40: R79         Benefit Programs - Schedule of Estimated Benefits   HTML     59K 
                Expected to be Paid (Detail)                                     
101: R80         Benefit Programs - Expenses Incurred Under          HTML     53K  
                Union-Sponsored Plans (Detail)                                   
46: R81         Benefit Programs - Accumulated Postretirement       HTML     60K 
                Benefit Obligation and Weighted Average Discount                 
                Rate Used in Determining Accumulated Benefit                     
                Obligation (Detail)                                              
133: R82         Share-Based Compensation - Additional Information   HTML     96K  
                (Detail)                                                         
73: R83         Share-Based Compensation - Carrying Value of        HTML     50K 
                Redeemable Equity Units (Detail)                                 
108: R84         Financial Instruments and Fair Value Measurements   HTML     61K  
                - Information about Financial Assets and                         
                Liabilities Measured at Fair Value on Recurring                  
                Basis (Detail)                                                   
115: R85         Financial Instruments and Fair Value Measurements   HTML     52K  
                - Carrying Amounts and Estimated Fair Values of                  
                Debt Instruments (Detail)                                        
45: R86         Financial Instruments and Fair Value Measurements   HTML     78K 
                - Additional Information (Detail)                                
47: R87         Financial Instruments and Fair Value Measurements   HTML     56K 
                - Derivative Instruments in Statement of Financial               
                Position at Fair Value (Detail)                                  
130: R88         Financial Instruments and Fair Value Measurements   HTML     54K  
                - Cash Flow Hedges Included in Accumulated Other                 
                Comprehensive Income (Loss) (Detail)                             
42: R89         Financial Instruments and Fair Value Measurements   HTML     51K 
                - Balance Sheet Classification, Fair Value and                   
                Income Statement Classification of Derivative                    
                Instruments Not Designated as Hedging Instruments                
                (Detail)                                                         
102: R90         Financial Instruments and Fair Value Measurements   HTML     77K  
                - Non-Financial Assets Measured on Non-Recurring                 
                Basis and Impairment Charges Recognized (Detail)                 
98: R91         Comprehensive Income or Loss - Income Tax Effects   HTML     60K 
                of Components of Comprehensive Income or Loss                    
                (Detail)                                                         
119: R92         Comprehensive Income or Loss - Changes in           HTML    106K  
                Components of Accumulated Other Comprehensive                    
                Income or Loss, Net of Tax (Detail)                              
97: R93         Commitments and Contingencies - Additional          HTML     75K 
                Information (Detail)                                             
81: R94         Commitments and Contingencies - Schedule of Rent    HTML     45K 
                Expense (Detail)                                                 
124: R95         Commitments and Contingencies - Schedule of Future  HTML     98K  
                Minimum Lease Payments (Detail)                                  
79: R96         Transactions with Related Parties - Additional      HTML     56K 
                Information (Detail)                                             
54: R97         Segment Financial Information - Additional          HTML     47K 
                Information (Detail)                                             
89: R98         Segment Financial Information - Segment Financial   HTML     88K 
                Information (Detail)                                             
83: R99         Segment Financial Information - Net Sales,          HTML     68K 
                Long-Lived Assets and Total Assets by Geographic                 
                Area (Detail)                                                    
66: R100        Quarterly Financial Information - Schedule of       HTML     72K 
                Quarterly Financial Information (Detail)                         
141: R101        Quarterly Financial Information - Additional        HTML     45K  
                Information (Detail)                                             
117: R102        Condensed Consolidating Financial Information -     HTML     45K  
                Additional Information (Detail)                                  
96: R103        Condensed Consolidating Financial Information -     HTML    182K 
                Condensed Consolidating Balance Sheet (Detail)                   
37: R104        Condensed Consolidating Financial Information -     HTML    130K 
                Condensed Consolidating Statement of Operations                  
                (Detail)                                                         
126: R105        Condensed Consolidating Financial Information -     HTML     56K  
                Condensed Consolidating Statement of Operations                  
                (Parenthetical) (Detail)                                         
134: R106        Condensed Consolidation Financial Information -     HTML    136K  
                Condensed Consolidating Statement of Comprehensive               
                Income or Loss (Detail)                                          
128: R107        Condensed Consolidating Financial Information -     HTML    129K  
                Condensed Consolidating Statement of Cash Flows                  
                (Detail)                                                         
92: R108        Schedule II - Valuation and Qualifying Accounts     HTML     56K 
                (Detail)                                                         
137: XML         IDEA XML File -- Filing Summary                      XML    207K  
62: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   3.14M 
25: EX-101.INS  XBRL Instance -- vwr-20121231                        XML   4.51M 
27: EX-101.CAL  XBRL Calculations -- vwr-20121231_cal                XML    388K 
28: EX-101.DEF  XBRL Definitions -- vwr-20121231_def                 XML   1.71M 
29: EX-101.LAB  XBRL Labels -- vwr-20121231_lab                      XML   2.25M 
30: EX-101.PRE  XBRL Presentations -- vwr-20121231_pre               XML   1.94M 
26: EX-101.SCH  XBRL Schema -- vwr-20121231                          XSD    380K 
85: ZIP         XBRL Zipped Folder -- 0001193125-13-142282-xbrl      Zip    357K 


‘EX-3.2(C)’   —   Articles of Incorporation/Organization or Bylaws


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-3.2(c)  

Exhibit 3.2(c)

LIMITED LIABILITY COMPANY AGREEMENT

of

ANACHEMIA MINING, LLC

This Limited Liability Company Agreement (the “Agreement”) of Anachemia Mining, LLC (the “Company”), dated as of July 14, 2011, is entered into by VWR International, LLC, as the sole member of the Company, pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time (the “Act”).

1. Formation. A certificate of formation of the Company (the “Certificate”) was executed and filed with the Office of the Secretary of State of the State of Delaware on July 14, 2011.

2. Name. The name of the limited liability company shall be ANACHEMIA MINING, LLC, or such other name as the Managers may from time to time hereafter designate.

3. Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Act.

4. Purpose. The Company is formed to engage in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the power to engage in all activities and transactions that the Managers deem necessary or advisable in connection with the foregoing, subject to the provisions of this Agreement.

5. Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Managers may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Managers may designate from time to time in the manner provided by law. The Company will maintain an office and principal place of business at such place or places inside or outside the State of Delaware as the Managers may designate from time to time.

6. Members.

(a) The name and business or residence address of each member of the Company are as set forth on Schedule A attached hereto (each a “Member”).

(b) The Managers shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Managers shall in their sole discretion determine. In connection with any such admission, the Managers shall amend Schedule A to reflect the name, address and Interests (as defined herein) allocated to the additional Member and the new Interests of all Members.


7. Term.

(a) The term of the Company shall commence on the date of filing of the Certificate in accordance with the Act and shall continue until the Company is dissolved and its affairs are wound up in accordance with Section 16 of this Agreement and a certificate of cancellation is filed in accordance with the Act.

(b) The withdrawal of any Member (an “Event of Withdrawal”) shall not dissolve the Company if within ninety (90) days after the occurrence of such Event of Withdrawal, the business of the Company is continued by the agreement of remaining Member(s) holding not less than a majority in interest (as defined in Revenue Procedure 94-46 or any successor thereto) of the remaining Member(s).

8. Managers.

(a) The Company shall be managed by a board of managers (the “Board”). The initial Board of the Company shall be Theresa A. Balog, Gregory Blakely and Stephen D. Harsh. The Members, acting by majority consent, shall be entitled to appoint additional or other managers of the Company within the meaning of the Act (a “Manager”) as the Members see fit.

(b) The Members, acting by majority consent, may remove any Manager with or without cause at any time and appoint any replacement Manager.

(c) Subject to the authority of the Members set forth in this Agreement, the Managers, acting by majority, shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein.

(d) Without limiting the generality of the foregoing, the Managers, acting by majority consent, shall have sole discretion in determining whether to (x) issue (1) Interests in the Company, (2) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into equity interests in the Company and (3) warrants, options or other rights to purchase or otherwise acquire membership interests in the Company (the securities described in clauses (1) through (3), “Equity Securities”), the number of Equity Securities to be issued at any particular time, the value of the capital contribution or purchase price of any Equity Securities issued, and all other terms and conditions governing the issuance of Equity Securities and (y) enter into, approve, and consummate any merger, consolidation, sale of all or any part of its assets or other extraordinary transaction, and execute and deliver on behalf of the Company any agreement, document and/or instrument in connection therewith (including amendments, if any, to this Agreement or adoptions of new constituent documents) without the approval or consent of any Member of the Company. The Managers, to the extent of their powers as set forth in this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the Managers taken in accordance with such powers shall bind the Company.

 

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9. Officers. The Managers may, from time to time as they deem advisable, designate natural persons as officers of the Company (“Officers”) or successor Officers and assign titles to any such person. Unless the Managers decide otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office, subject to the authority of the Managers and Members set forth in this Agreement. Any delegation pursuant to this Section 9 may be revoked at any time by the Managers. An Officer may be removed with or without cause at any time by the Managers.

10. Powers. The Managers, Officers and Thomas D. Salus are each hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

11. Capital Contributions.

(a) Members shall make capital contributions to the Company in such amounts and at such times as they shall mutually agree in accordance with membership interests as set forth in Schedule A hereof (“Interests”), which amounts shall be set forth in the books and records of the Company.

(b) No Member shall have any responsibility to contribute to or in respect of liabilities or obligations of the Company, whether arising in tort, contract or otherwise, or return distributions made by the Company, except as required by the Act or other applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

(c) No interest shall be paid by the Company on capital contributions.

(d) A Member shall not be entitled to receive any distributions from the Company except as provided in Section 14; nor shall a Member be entitled to make any capital contribution to the Company, other than as expressly provided herein. Any Member may, with the approval of the Manager, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a capital contribution for any purpose.

12. Transfers of Interests. If there is more than one Member, then a Member may not sell, assign, pledge or otherwise transfer or encumber (collectively, a “Transfer”) any of its Interests in the Company to any Person (other than a Transfer to an investment vehicle under common control with the original Member) without the written consent of the other Members, which consent may be granted or withheld in each of their sole and absolute discretion.

13. Resignation. Except as expressly set forth herein, no Member shall have the right to resign from the Company except with the consent of all of the Members and upon such terms and conditions as may be specifically agreed upon between the resigning Member and the

 

3


remaining Members. The provisions hereof with respect to distributions upon resignation are exclusive and no Member shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Act or otherwise.

14. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Members may determine. Distributions shall be made to (and profits and losses of the Company shall be allocated among) Members pro rata in accordance with each of their Interests, or in such other manner and in such amounts as all of the Members shall agree from time to time and which shall be reflected in the books and records of the Company.

15. Return of Capital. No Member has the right to receive any distributions which include a return of all or any part of such Member’s capital contribution, provided that upon the dissolution and winding up of the Company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

16. Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of an event causing a dissolution of the Company under Section 18-801 of the Act, except the Company shall not be dissolved upon the occurrence of an event that terminates the continued membership of a Member if (i) at the time of the occurrence of such event there are at least two Members of the Company, or (ii) within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the business of the Company and to the appointment, effective as of the date of such event, of one or more additional Members. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority set forth in Section 18-804 of the Act.

17. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or that the Members are partnerships, each of the Company and each of the Members covenants, agrees and acknowledges that no person other than the Members shall have any obligation hereunder and that no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against, and no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by, any current or future general or limited partner, director, officer, agent, employee, affiliate or assignee of any Member or any current or future director, officer, agent, employee, general or limited partner, member, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, for any obligations of the Members under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligations or their creation.

18. Limited Liability. The Members and Managers shall not have any liability for the debts, obligations or liabilities of the Company except to the extent provided by the Act.

19. Exculpation; Indemnification. In absence of fraud, willful misconduct or gross negligence, neither the Members, the Managers, the Officers or any of their respective

 

4


affiliates or agents (including, without limitation, Thomas D. Salus acting in the capacity described in Section 10 hereof) (collectively, “Covered Persons”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement. To the fullest extent permitted by applicable law, the Company shall indemnify such Covered Person and hold such Covered Person harmless against any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and no Covered Person, shall have personal liability on account thereof.

20. Amendment. This Agreement may only be amended by a writing duly signed by all of the Members.

21. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to conflict of law rules.

22. Books and Records. The Company shall keep or cause to be kept full and accurate accounts of the transactions of the Company in proper books and records of account, which shall set forth all information required by the Act. Such books and records shall be maintained on the basis utilized in preparing the Company’s United States federal income tax returns.

23. Severability. Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity or the remainder of this Agreement.

24. No State-Law Partnership. The Member(s) intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, and neither this Agreement nor any other document entered into by the Company or any Member shall be construed to suggest otherwise. As and to the extent permitted by the Code and the relevant Treasury Regulations, the Member(s) intend that the Company shall be treated as an entity disregarded as separate from the sole Member for federal and, if applicable, state and local income tax purposes, and that the sole Member shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

 

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IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

VWR INTERNATIONAL, LLC
By:  

/s/ Thomas D. Salus

Name:   Thomas D. Salus
Title:   Assistant Secretary

 

6


SCHEDULE A

Members and Interests

 

Name and Address of Member

   Interest  

VWR INTERNATIONAL, LLC

     100

Radnor Corporate Center

  

Suite 200

  

P.O. Box 6660

  

100 Matsonford Road

  

Radnor, Pennsylvania 19087-8660

  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing    Date    Other Filings
Filed on:4/4/138-K
7/14/11
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Filing Submission 0001193125-13-142282   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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