Books and Corporate Records. The Corporate Records, all of which have been made available to Buyer, are complete and correct in all material respects, have been maintained in accordance with sound business practices, and contain materially accurate and complete records of all transactions involving the activities of the Company. The Company has not engaged in any transaction, maintained any fund, asset or bank account, or used any of its funds, except as reflected in its normally maintained books and records. At the Closing, all of the Corporate Records will be in the possession of the Company.
Books and Corporate Records. 18 5.7 Absence of Undisclosed Liabilities........................................................ 18 5.8
Books and Corporate Records. (a) Except as Previously Disclosed, the books of account of Stone Street and the Stone Street Subsidiaries have been maintained in substantial compliance with all applicable legal and accounting requirements and in such manner as to reflect accurately their respective items of income and expense and all of their respective Assets, Liabilities and stockholders' equity. To the Knowledge of Stone Street, Stone Street and the Stone Street Subsidiaries have filed all material reports and returns, including Tax Returns, required by any Law to be filed and have duly paid or accrued on their respective books of account all Taxes and charges due pursuant to such reports and returns, or assessed against any of them, including, without limitation, all such reports, statements and assessments which Stone Street or Stone Street Subsidiary is required to have filed or paid pursuant to all Laws, none of which reports, returns, statements or assessments has been the subject of any material objection by the Regulatory Authority with which filed.
(b) The minute books of Stone Street and each Stone Street Subsidiary accurately reflect in all material respects the corporate actions which its shareholders and Board of Directors, and all committees thereof, have taken during the time periods covered by such minute books. Such minute books have been or will be made available to CCBF and its representatives.
Books and Corporate Records. The Books and Corporate records of the Corporation:
i) are complete, exact and contain certified copies of any certificates and of any articles, namely, articles of incorporation, as well as copies of any by-laws and resolutions adopted by the shareholders and the directors since the incorporation;
ii) have been maintained in accordance with any applicable laws and in a manner as to fully and adequately present and disclose all of the material decisions and operations which had to be approved by the directors or shareholders; and
iii) Schedule 3.9 attached hereto is an exact copy, certified by the Secretary, of all the Corporation's articles, certificates and by-laws.
Books and Corporate Records. To the best of the Vendor's knowledge, since January 1, 2000, all material financial transactions of the Company and the Business have, in all material respects, been properly recorded in the Books and Records.
Books and Corporate Records. 4.1.5.1 Except as set out in Schedule 4.1.5.1 of the Disclosure Statement, since January 1, 2009, all financial transactions of the Business have, in all Material respects, been properly recorded in the Books and Records;
4.1.5.2 Except as set forth in Section 4.1.11 of the Disclosure Statement, no information, records, systems, controls or data reasonably necessary to carry on the Ordinary Course of Business are recorded, stored, maintained by, or are otherwise dependent upon, any computerized or other system, program or device that is not exclusively owned and controlled by either of the Vendors and all such material is included in the Purchased Assets. Except as set forth in Section 4.1.11 of the Disclosure Statement, on the Closing Date, the Vendors will have originals or copies of all such records, systems, controls or data in their possession or control, including where applicable, copies of all computer software and documentation relating thereto.
Books and Corporate Records. (a) Except as Previously Disclosed, the books of account of PhyAmerica and the PhyAmerica Subsidiaries have been maintained in substantial compliance with all applicable legal and accounting requirements and in such manner as to reflect accurately their respective items of income and expense and all of their respective Assets, Liabilities and stockholders' equity. Except as Previously Disclosed, PhyAmerica and the PhyAmerica Subsidiaries have filed all material reports and returns, including Tax Returns, required by any Law to be filed and have duly paid or accrued on their respective books of account all Taxes and charges due pursuant to such reports and returns, or assessed against any of them, including, without limitation, all such reports, statements and assessments which PhyAmerica or PhyAmerica Subsidiary is required to have filed or paid pursuant to all Laws, none of which reports, returns, statements or assessments has been the subject of any material objection by the Regulatory Authority with which filed.
(b) The minute books of PhyAmerica and each PhyAmerica Subsidiary accurately reflect in all material respects the corporate actions which its shareholders and Board of Directors, and all committees thereof, have taken during the time periods covered by such minute books. Such minute books have been or will be made available to Acquisition and its representatives.
