Common use of Records of the Company Clause in Contracts

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.

Appears in 1 contract

Samples: Share Exchange Agreement (Advanced Electronic Support Products Inc)

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Records of the Company. The copies of the organizational Articles of Incorporation and operating documents Bylaws which have been provided to AESP as of the Company which are attached hereto as SCHEDULE 4.7 date hereof 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, books and 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, attached hereto as previously made available to AESPSCHEDULE 3.7, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Electronic Support Products Inc)

Records of the Company. The Attached hereto are true and complete copies of the organizational Certificates of Incorporation, Bylaws and operating other documents and agreements of the Company which are attached hereto as SCHEDULE 4.7 are trueCompany, accurate and complete such Certificates of Incorporation, Bylaws and other documents and agreements reflect all amendments made through the date of this Agreement. The minute books and other records of corporate actions for the Company made available to AESP Level 8 for review were correct and complete in all material respects xxx xxmplete 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 stockholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting or otherwise since incorporationincorporation or formation. 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 respectsare complete, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to AESPLevel 8, contain accurate and complete xxxxxxxe records of all issuances, transfers and cancellations of shares of the capital stock and partnership interests of the Company, and is attached to SCHEDULE 4.7.

Appears in 1 contract

Samples: Asset Purchase Agreement (Level 8 Systems Inc)

Records of the Company. The copies of the organizational and operating documents of the Company which are attached hereto as SCHEDULE 4.7 were provided to Buyer are true, accurate and complete in all material respects and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to AESP 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 corporate actions of the shareholders and directors shareholder, directors, managers or members (and any committees thereof) ), as the case may be, 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 (including all customer, accounting and billing, and call log data and 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 AESPBuyer, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock equity securities of the Company, and is attached to SCHEDULE 4.7.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Cornerworld Corp)

Records of the Company. The copies of the organizational articles of incorporation and operating documents bylaws of the Company and its subsidiaries which are attached hereto as SCHEDULE 4.7 were provided to Republic are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company and its subsidiaries made available to AESP Republic 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 themit, and such minute books contain an a substantially complete and accurate record of all material corporate actions of the shareholders and directors (and any committees thereof) of the Company and its subsidiaries taken by written consent or at a meeting since incorporation. All material corporate actions taken by the Company and its subsidiaries 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 ledger of the Company, as previously made available to AESPRepublic, contain contains an accurate and complete records record of all issuances, transfers and cancellations of shares of the capital stock of the Company, and is attached to SCHEDULE 4.7.

Appears in 1 contract

Samples: Merger Agreement (Republic Waste Industries Inc)

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Records of the Company. The copies of the organizational articles of incorporation and operating documents bylaws of the Company which are attached hereto as SCHEDULE 4.7 were provided to AVS 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 AVS 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 (consistent with companies of like size and character) 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 Except as reflected in Section 3.9, 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 AESPAVS, 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.

Appears in 1 contract

Samples: Merger Agreement (Aviation Sales Co)

Records of the Company. The copies of the organizational articles of incorporation ---------------------- and operating documents bylaws of the Company and its subsidiary which are attached hereto as SCHEDULE 4.7 were provided to United are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company and its subsidiary made available to AESP United 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 Agreementexcept as described in Schedule 3.7, ------------ 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 and its subsidiary taken by written consent or at a meeting since incorporation. All material corporate actions taken by the Company and its subsidiary have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company and its subsidiary 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 Except as set forth on Schedule 3.7, the stock ledgers of the CompanyCompany ------------ and its subsidiary, as previously made available to AESPUnited, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company, Company and is attached to SCHEDULE 4.7its subsidiary.

Appears in 1 contract

Samples: Merger Agreement (United Road Services Inc)

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