Common use of Articles of Incorporation and Bylaws; Records Clause in Contracts

Articles of Incorporation and Bylaws; Records. The Seller has delivered to Parent accurate and complete copies of: (a) the articles of incorporation and bylaws of the Seller Corporations, including all amendments thereto; (b) the stock records of the Seller Corporations; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Seller Corporations, the boards of directors of the Seller Corporations and all committees of the board of directors of the Seller Corporations. There have been no meetings or other proceedings of the shareholders of the Seller Corporations, the board of directors of the Seller Corporations or any committee of the board of directors of the Seller Corporations that are not fully reflected in such minutes or other records, other than the meeting of the board of directors of Seller held immediately prior to the execution of, and to approve, this Agreement. The books of account, stock records, minute books and other records of the Seller Corporations are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices. All of the records of the Seller Corporations are in the actual possession and direct control of the Seller.

Articles of Incorporation and Bylaws; Records. The Seller has delivered to Parent Purchaser accurate and complete copies of: (a) the articles of incorporation and bylaws of the Seller CorporationsCorporation, including all amendments thereto; (b) the stock records of the Seller CorporationsCorporation; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Seller CorporationsCorporation, the boards board of directors of the Seller Corporations Corporation and all committees of the board of directors of the Seller CorporationsCorporation. There have been no meetings or other proceedings of the shareholders of the Seller CorporationsCorporation, the board of directors of the Seller Corporations Corporation or any committee of the board of directors of the Seller Corporations Corporation that are not fully reflected in such minutes or other records, other than the meeting of the board of directors of Seller held immediately prior to the execution of, and to approve, this Agreement. The books of account, stock records, minute books and other records of the Seller Corporations Corporation are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices. All of the records of the Seller Corporations Corporation are in the actual possession and direct control of the Seller.

Articles of Incorporation and Bylaws; Records. The Seller has delivered to Parent (or made available for inspection by) the Purchaser accurate and complete copies of: (ai) the articles of incorporation and bylaws of the Seller CorporationsSeller, including all amendments thereto; (bii) the stock records of the Seller CorporationsSeller; and (ciii) the minutes and other records of the meetings and other proceedings Proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Seller CorporationsSeller, the boards board of directors of the Seller Corporations and all committees of the board of directors of the Seller CorporationsSeller. There have been no meetings or other proceedings Proceedings of the shareholders of the Seller CorporationsSeller, the board of directors of the Seller Corporations or any committee of the board of directors of the Seller Corporations that are not fully reflected in such minutes or other records, other than the meeting of the board of directors of Seller held immediately prior to the execution of, and to approve, this Agreement. The books of account, stock records, minute books and other records of the Seller Corporations are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices. All of the records of the Seller Corporations are in the actual possession and direct control of the Seller.