Common use of Records of the Company Clause in Contracts

Records of the Company. The copies of the Articles of Incorporation, Bylaws and other documents and agreements of Each Entity that were provided to Purchaser are true, accurate, and complete and reflect all amendments made through the date of this Agreement. The minute books and other records of corporate actions for Each Entity made available to Purchaser for review were correct and complete as of the date of such review, no further entries have been made through the date of this Agreement, such minute books and records contain the true signatures of the persons purporting to have signed them, and such minute books and records contain an accurate record of all corporate actions of the shareholders and directors (and any committees thereof) of Each Entity taken by written consent or at a meeting or otherwise since incorporation or formation. All corporate actions by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of Each Entity are accurate and complete in all material respects. The stock ledger of Each Entity, as previously made available to Purchaser, contains accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of Each Entity.

Appears in 1 contract

Samples: Stock  purchase  agreement (Galaxy Next Generation, Inc.)

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Records of the Company. The copies of the Articles of Incorporation, Bylaws Bylaws, and other documents and agreements of Each Entity that the Company which were provided to Purchaser ViaSource are true, accurate, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books and other records of corporate actions for Each Entity the Company made available to Purchaser ViaSource for review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, such minute books and records contain the true signatures of the persons purporting to have signed them, and such minute books and records contain an accurate record of all material corporate actions of the shareholders and directors (and any committees thereof) of Each Entity the Company taken by written consent or at a meeting or otherwise since incorporation or formationincorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of Each Entity the Company are accurate substantially complete and complete in fairly, fully and accurately reflect all material respectsmatters contained therein. The stock ledger ledgers of Each Entitythe Company, as previously made available to PurchaserViaSource, contains contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of Each Entitythe Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Viasource Communications Inc)

Records of the Company. The copies of the Articles of Incorporation, Bylaws Bylaws, and other documents and agreements of Each Entity that the Company which were provided to Purchaser ViaSource are true, accurate, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books and other records of corporate actions for Each Entity the Company made available to Purchaser ViaSource for review were correct and complete in all material respects as of the date of such review, except as set forth in Schedule 5.6, no further entries have been made through the date of this Agreement, such minute books and records contain the true signatures of the persons purporting to have signed them, and such minute books and records contain an accurate record of all material corporate actions of the shareholders and and/or the board of directors (and any committees thereof) of Each Entity the Company taken by written consent or at a meeting or otherwise since incorporation or formationincorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of Each Entity the Company are accurate substantially complete and complete in fairly, fully and accurately reflect all material respectsmatters contained therein. The stock ledger ledgers of Each Entity, as previously made available to Purchaser, contains accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of Each Entity.the

Appears in 1 contract

Samples: Merger Agreement (Viasource Communications Inc)

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Records of the Company. The copies of the Articles articles of Incorporationincorporation, Bylaws bylaws, and other documents and agreements of Each Entity that the Company which were provided to Purchaser Buyer are true, accurate, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books and other records of corporate actions for Each Entity the Company made available to Purchaser Buyer for review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, such minute books and records contain the true signatures of the persons purporting to have signed them, and such minute books and records contain an accurate record of all material corporate actions of the shareholders and directors (and any committees thereof) of Each Entity the Company taken by written consent or at a meeting or otherwise since incorporation or formationincorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of Each Entity the Company are accurate substantially complete and complete in fairly, fully and accurately reflect all material respectsmatters contained therein. The stock ledger ledgers of Each Entitythe Company, as previously made available to PurchaserBuyer, contains contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of Each Entitythe Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spectrafax Corp)

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