Books and Records and Financial Controls Sample Clauses

Books and Records and Financial Controls. (a) True, correct and complete copies of the books of account, stock record books, minute books, bank accounts, and other corporate records solely relating to the Acquired Companies (where necessary, redacted to exclude information not solely related to the Acquired Companies) have been made available to Buyer and such books and records have been maintained in accordance with good business practices consistently applied. The minute books of the Acquired Companies contains accurate and complete records of all meetings held, and corporate action taken by, the stockholders, the Board of Directors, any special committees of the Board of Directors of the Acquired Companies, and no meeting of any such stockholders, Board of Directors, or special committee has been held for which minutes have not been prepared and are not contained in such minute books. (b) The Acquired Companies use commercially reasonable efforts to establish proper and adequate internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Acquired Companies and to maintain accountability for the Acquired Companies’ assets; (iii) access to the Acquired Companies’ assets is permitted only in accordance with management’s authorization; (iv) the reporting of the Acquired Companies’ assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

Books and Records and Financial Controls. (a) True, correct and complete copies of the books of account, bank accounts, and other corporate records of Seller (to the extent primarily relating to or material to the Business) have been made available to Buyer and such books and records have been maintained in accordance with good business practices. (b) Seller uses reasonable efforts to ensure that, with respect to the Business, (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of Seller and maintain accountability for Seller’s assets; (iii) access to Seller’s assets is permitted only in accordance with management’s authorization; (iv) accounts, notes and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis; and (v) the methodology for recording inventory has been consistently applied amongst the reporting periods.

Books and Records and Financial Controls. (a) True, correct and complete copies of the books of account, stock record books, minute books and other corporate records of each Company have been made available to Buyer and such books and records have been maintained in accordance with good business practices. At the Closing, all of those books and records will be in the possession of the Companies. (b) All returns, particulars, resolutions and other documents which any of the Companies are required to file with or deliver to any authority in any jurisdiction (including, in particular in the case of JRH/UK, the Registrar of Companies in England and Wales) have been correctly made up and filed or, as the case may be, delivered. (c) Each Company uses commercially reasonable efforts to establish proper and adequate internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) access to the Company’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

Books and Records and Financial Controls. (a) True, correct and complete copies of the books of account, stock record books and minute books of the Company and each of its Subsidiaries for the past two years have been made available to Parent, and such books and records have been maintained in accordance with good business practices and in accordance with applicable Law. The minute books of the Company and each of its Subsidiaries contain accurate and complete records in all material respects of all meetings of the stockholders, the Board of Directors or other governing bodies, and committees of the Board of Directors or such other governing bodies, of such company, and no meeting of any such stockholders, Board of Directors, other governing body or committee has been held where the corporate actions were authorized for which minutes or written consents have not been prepared and are not contained in such minute books. At the Closing, all of such books and records will be in the possession of the Company or its Subsidiaries. (b) The Company and its Subsidiaries have established proper internal accounting controls which provide reasonable assurance that (i) material transactions are executed with management's authorization and (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company, and to maintain accountability for the assets of the Company and its Subsidiaries.

Books and Records and Financial Controls. (a) True, correct and complete copies of the Business Records have been made available to Purchaser, and such Business Records have been maintained in all material respects in accordance with good business practices and in accordance with applicable Laws. The minute books of the Company and DSTC contain accurate and complete records in all material respects of all meetings of the stockholders, the Board of Directors or other governing bodies, and committees of the Board of Directors or such other governing bodies, of such company for all periods since the Acquisition Date, and no meeting of any such stockholders, Board of Directors, other governing body or committee has been held since the Acquisition Date where the corporate actions were authorized for which minutes or written consents have not been prepared and are not contained in such minute books. At the Closing, all of such Business Records will be in the possession of the Company or DSTC or delivered to the Purchaser. (b) The Seller and, to the Knowledge of the Seller, the Company and DSTC have established proper internal accounting controls which provide reasonable assurance that (i) material transactions are executed with management’s authorization and (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Business, the Company and DSTC, and to maintain accountability for the assets of the Business, the Company and DSTC. To the Knowledge of the Seller, within the context of the Seller’s practices and internal control procedures, there are no significant deficiencies or material weaknesses in the design or operation of the Seller’s, the Company’s or DSTC’s internal controls or accounting systems relating to the Business that adversely affect the ability of the Business, the Company or DSTC to record, process, summarize and report financial information.

Books and Records and Financial Controls. True, correct and complete copies of the books of account, ownership record books, minute books, bank accounts, and other corporate records, if any, of the Target Companies have been made available to the Buyer and such books and records have been maintained in accordance with good business practices.

Books and Records and Financial Controls. (a) True, correct and complete copies of the books of account, stock record books, minute books, bank accounts, and other corporate records solely relating to the Company (where necessary, redacted to exclude information not solely related to the Company) have been made available to Buyer and such books and records have been maintained in accordance with good business practices. The minute book of the Company contains accurate and complete records of all meetings held of, and corporate action taken by, the stockholders, the Board of Directors, and committees of the Board of Directors of the Company, and no meeting of any such stockholders, Board of Directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of the Company. (b) The Company uses commercially reasonable efforts to establish proper and adequate internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) access to the Company’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.