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. 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. 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 s shipments to Spacelabs and its customers (including serial numbers / lot numbers of Products provided);
Records of Seller. Seller shall maintain complete and accurate records to support and document all invoices submitted pursuant to Section 9.1 hereof for a period of seven years. ICL shall have the right to inspect and review at Seller's offices such records at any reasonable time for the purpose of verifying the correctness of any invoice submitted by Seller to ICL, any adjustment to the Current Coal Price, the Current Transportation Price and the Current Ash Residue Disposal Fee and any calculation of premiums and penalties for variations in quality. ICL has called to the attention of Seller the provisions of Section 10.0 of the FPL Power Purchase Agreement.
Records of Seller. From the Closing Date, and so long as required under applicable law, Buyer agrees that it shall not destroy any original records of the Seller existing on the Closing Date without first offering to give Shareholder such records (which option must be exercised within 20 days after the giving thereof by the Buyer), and Buyer shall provide Shareholder with reasonable access to review any such books and records and to make copies thereof during normal business hours of the Buyer in connection with tax returns, tax audits, claims that could reasonably be expected to be asserted against Seller or Shareholder, or for any other valid business purpose.
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
