Records of the Company. For a period of five years following the ------------------------- Closing, the books of account and records of the Company pertaining to all periods prior to the Closing shall be available for inspection by the Sellers for use in connection with tax audits.
Records of the Company. (i) All the accounting records, statutory and other books and records (including the register of members), and other deeds documents records, data and information of the Company and its pension and benefit schemes (if any) are, and have since its incorporation been, kept up to date, properly, accurately and consistently completed and are a complete and accurate record of all acts and transactions of the Company and of all matters required by law or best business practice to be recorded or registered therein; the Company has not received any application or request for rectification of any such registers are in the possession of the Company.
Records of the Company. The copies of the organizational and operating documents of the Company which are attached hereto as SCHEDULE 4.7 are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to AESP 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 corporate actions of the shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since incorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company 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. The stock ledgers of the Company, as previously made available to AESP, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company, and is attached to SCHEDULE 4.7.
Records of the Company. The Company ------------------------- ---------------------- shall make available for inspection at its principal place of business, upon reasonable request for purposes reasonably related to the interest of a person as a Member, any of the following records of the Company: (a) a current list of the full name, last known business or residence address, Capital Contribution and Percentage Interests owned by each Member; and (b) such other books and records as may be required to be provided to the Members pursuant to the Act or other applicable law. The Members acknowledge that the records of the Company constitute valuable trade secrets, and any information or records so obtained or copied shall be kept and maintained in strictest confidence and shall in no event be disclosed to any other parties without the written consent of the Company. 11.5.4
Records of the Company. The copies of the articles of incorporation and bylaws of the Company which were provided to the Purchaser are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to the Purchaser 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 contained the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting within the past 10 years. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company 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. The stock ledgers of the Company, as previously made available to the Purchaser, contain accurate and complete records of all issuances, transfers reported to the Company and cancellations of shares of the capital stock of the Company.
Records of the Company. The copies of the articles of incorporation and bylaws of the Company which were provided to USE are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to USE 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 corporate actions of the shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since incorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company 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. The stock ledgers of the Company, as previously made available to USE, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.
Records of the Company. The Company has previously furnished the Purchaser with copies of the Company's articles of incorporation and all amendments thereto to date (certified by the Secretary of State of Delaware) and of the Company's bylaws (certified by the Company's secretary) and such copies are correct and complete in all respects. The Company has provided Purchaser an opportunity to review all of the Company's minute books and stock ledgers. A record of all action taken by the shareholders and the board of directors of the Company and all minutes of their meetings, since September 9, 1986, are contained in the minute books of the Company and are materially accurate and complete. The stock ledgers of the Company contain an accurate and complete record of all issuances and cancellations of shares of capital stock of the Company and warrants and options for capital stock of the Company since December 31, 1995.
Records of the Company. The originals or complete and correct copies of all of the books, records, accounts, files, logs, ledgers, journals, advertising material, Contracts and other documents (including such of the foregoing as are stored electronically in computer data bases) held by the Seller and used by the Company in connection with the conduct of its business as of the Closing Date and any stock records it is obligated to hold shall be delivered or made available to the Buyer at the Closing in form and format reasonably satisfactory to the Buyer.
Records of the Company. The copies of the Articles of Incorporation, Bylaws, and other documents and agreements of the Company which were provided to Medical Manager are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to Medical Manager 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 contain the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since incorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company are substantially complete and fairly, fully and accurately reflect all matters contained therein. The stock ledgers of the Company, as previously made available to Medical Manager, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.
Records of the Company. The minute books for the Company made available to Acquiror 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 corporate actions of the stockholders and directors, and any committees thereof, of the Company taken by written consent or at a meeting since incorporation of the Company. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company 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. The stock ledgers of the Company, as previously made available to Acquiror, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.
