Common use of Records of the Company Clause in Contracts

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.

Appears in 1 contract

Samples: Merger Agreement (U S Energy Systems Inc)

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Records of the Company. The copies of the articles Articles of incorporation Organization and bylaws Operating Agreement (or equivalent organizational documents) of the Company which were provided made available to USE Purchaser for review 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 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 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 Members (and any committees thereof) of the Company taken by written consent or at a meeting since incorporationorganization. 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 USEPurchaser, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock membership interests of the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Babyuniverse, Inc.)

Records of the Company. The copies of the articles of incorporation and bylaws of the Company which were provided to USE United 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 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 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 (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 USEUnited, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Appears in 1 contract

Samples: Merger Agreement (United Road Services Inc)

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Records of the Company. The copies of the articles of incorporation and bylaws of the Company which were provided to USE 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 USE 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 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 USEAVS, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Appears in 1 contract

Samples: Stock for Asset Purchase Agreement (Aviation Sales Co)

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