Records of Seller. All material corporate actions taken by Seller have been duly authorized or ratified. All accounts, books, ledgers and official and other records of Seller have been fully, properly and accurately kept and completed in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein.
Records of Seller. Seller shall maintain complete and accurate records to support all invoices submitted pursuant to Section 9.1 hereof. Keystone shall have the right, upon reasonable prior notice, to inspect and review at Seller's offices any such records at any reasonable time for the purpose of verifying the correctness of any invoice submitted by Seller to Keystone, any adjustment to the Coal Price and any calculation of premiums and penalties for variations in quality.
Records of Seller. 44 ARTICLE X WEIGHING, SAMPLING AND ANALYSIS................................................................. 44
Records of Seller. The copies of the Certificate of Incorporation or Bylaws (or equivalent organizational documents) of Seller made available to Buyer for review are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for Seller made available to 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 contain the true signatures of the Persons purporting to have signed them, and such minute books contain an accurate record of all material actions of the shareholders (and any committees thereof) of Seller taken by written consent or at a meeting since organization. All material actions taken by Seller have been duly authorized or ratified. All accounts, books, ledgers and official and other records of Seller have been fully, properly and accurately kept and completed in all respects, and there are no inaccuracies or discrepancies of any kind contained therein. The ledgers of Seller, as previously made available to Buyer, contain accurate and complete records of all issuances, transfers and cancellations of shares of capital stock of Seller.
Records of Seller. Buyer shall, for a period of seven (7) years from the Closing, permit Seller or Seller's authorized representatives to have reasonable access for purposes not inconsistent with this Agreement to those records of Seller transferred from Seller to Buyer under the terms of this Agreement.
Records of Seller. Purchaser shall preserve the material books and records relating to the Transferred Employees and former employees of Seller, the manufacture of Products, financial records and other matters relating to the Seller's activities prior to the Closing Date for a period of four years after the Closing Date and shall, during such period and upon reasonable written notice, grant Seller access to such records during normal business hours for the purpose of allowing Seller to verify information which Seller may require in connection with the transfer from Seller to Purchaser of the operations and employees or upon written request of Seller, release any such records to Seller.
Records of Seller. 10 3.20 Insurance................................................. 11
Records of Seller. Seller has furnished to Purchaser true, accurate and complete copies of (i) the certificate of incorporation of the Seller, and all amendments thereto, certified by the Pennsylvania Secretary of State, (ii) a certificate of good standing of the Seller, duly certified by the Pennsylvania Secretary of State not earlier than 10 days prior to the date hereof and (iii) all filings made with the Food and Drug Administration, including audit summaries and responses thereto, and to the extent feasible, all engineering notes and drawings related to the Intrex 60/70 DC, a list of all drawings, and the drawings for all tubes, arms, controllers, and remotes; provided, however, if Seller is unable to deliver any such notes or drawings prior to Closing after using its best efforts, Seller hereby covenants to deliver such notes and drawings to the Purchaser as soon as possible after the Closing. There have been no material transactions involving the Acquired Business or the Purchased Assets which properly should have been set forth in such books and records and which have not been so set forth.
Records of Seller s shipments to Spacelabs and its customers (including serial numbers / lot numbers of Products provided);
Records of Seller. 35 (x) Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 (xi) Transition Services Agreements . . . . . . . . . . . . . . . . . . . . . . . 36 (xii) Equity Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 (xiii) Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 (xiv) Change of Seller's Name . . . . . . . . . . . . . . . . . . . . . . . . . . 36 7.2 Conditions to Seller's and Shareholder's Obligations . . . . . . . . . . . . . . . . . . . . . 36 (a) Covenants, Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . 36 (b) Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 (c) Documents to be Delivered by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . 36 (i) Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 (ii) Assignment and Assumption Agreement . . . . . . . . . . . . . . . . . . . . . 37 (iii) Equity Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 (iv) Transition Services Agreements . . . . . . . . . . . . . . . . . . . . . . . 37 (v) Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 (vi) Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 (d) Payments to Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 -iii- 5
