Common use of Books and Records of the Company Clause in Contracts

Books and Records of the Company. The books of account, minute books, stock record books, and other records of the Company, all of which have been made available to the Purchaser, are complete and correct, accurately reflect in reasonable detail the transactions to which the Company is a party or by which its properties are bound in accordance with GAAP and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act (regardless of the fact that the Company is not subject to that Section), including the maintenance of an adequate system of internal controls. The minute books of the Company contain accurate and complete records of all meetings held of, and corporate action taken by, the stockholders, the boards of directors, and committees of the board of directors of the Company, and no meeting of any such stockholders, board of directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be delivered to the Purchaser.

Appears in 4 contracts

Samples: Stock Purchase Agreement (International Microcomputer Software Inc /Ca/), Stock Purchase Agreement (International Microcomputer Software Inc /Ca/), Stock Purchase Agreement (Smith Micro Software Inc)

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Books and Records of the Company. The books of account, minute books, stock record books, and other records of the Company, all of which have been made available to the PurchaserAcquiror, are materially complete and correct, accurately reflect in reasonable detail the transactions to which the Company or any Subsidiary is a party or by which its properties are bound in accordance with GAAP generally accepted accounting principles consistently applied and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act (regardless of the fact that the Company is not subject to that Section)Act, including the maintenance of an adequate system of internal controls. The minute books of the Company contain materially accurate and complete records of all meetings held of, and corporate action actions taken by, the stockholdersCompany shareholders, the boards of directorsBoard, and committees of the board of directors Board of the Company, and no meeting of any such stockholdersshareholders, board of directorsBoard, or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be delivered to the PurchaserAcquiror.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sizeler Property Investors Inc), Agreement and Plan of Merger (Revenue Properties Co LTD)

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Books and Records of the Company. The books of account, minute books, stock record books, and other records of the Company, all of which have been made available to the Purchaser, are complete and correct, accurately reflect in reasonable detail the transactions to which the Company is a party or by which its properties are bound in accordance with GAAP Consistency and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934, as amended (regardless of the fact that the Company is not subject to that Section), including the maintenance of an adequate system of internal controls. The minute books of the Company contain accurate and complete records of all meetings held of, and corporate action taken by, the stockholders, the boards of directors, and committees of the board of directors of the Company, and no meeting of any such stockholders, board of directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be delivered to the Purchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jupitermedia Corp)

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