Common use of Articles of Incorporation and Bylaws; Records Clause in Contracts

Articles of Incorporation and Bylaws; Records. The Seller has delivered to Purchaser accurate and complete copies of: (a) the articles of incorporation and bylaws of the Seller Corporation, including all amendments thereto; (b) the stock records of the Seller Corporation; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Seller Corporation, the board of directors of the Seller Corporation and all committees of the board of directors of the Seller Corporation. There have been no meetings or other proceedings of the shareholders of the Seller Corporation, the board of directors of the Seller Corporation or any committee of the board of directors of the Seller Corporation that are not fully reflected in such minutes or other records, other than the meeting of the board of directors of Seller held immediately prior to the execution of, and to approve, this Agreement. The books of account, stock records, minute books and other records of the Seller Corporation are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices. All of the records of the Seller Corporation are in the actual possession and direct control of the Seller.

Articles of Incorporation and Bylaws; Records. The Seller has delivered to Purchaser Parent accurate and complete copies of: (a) the articles of incorporation and bylaws of the Seller CorporationCorporations, including all amendments thereto; (b) the stock records of the Seller CorporationCorporations; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Seller CorporationCorporations, the board boards of directors of the Seller Corporation Corporations and all committees of the board of directors of the Seller CorporationCorporations. There have been no meetings or other proceedings of the shareholders of the Seller CorporationCorporations, the board of directors of the Seller Corporation Corporations or any committee of the board of directors of the Seller Corporation Corporations that are not fully reflected in such minutes or other records, other than the meeting of the board of directors of Seller held immediately prior to the execution of, and to approve, this Agreement. The books of account, stock records, minute books and other records of the Seller Corporation Corporations are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices. All of the records of the Seller Corporation Corporations are in the actual possession and direct control of the Seller.