Common use of Books and Records; Internal Controls Clause in Contracts

Books and Records; Internal Controls. (a) The books of account, minute books, stock record books and other books and records of the Acquired Company and the direct or indirect wholly owned Subsidiaries (i) are complete in all material respects, (ii) are kept in the ordinary course of business in accordance with sound business practices and applicable Laws and (iii) fairly reflect the transactions and dispositions of the Assets of the Acquired Company and the Subsidiaries. Seller has made available to Purchaser the books of account, minute books, stock record books and other books and records of the Acquired Company. (b) Except as set forth on the Internal Controls Schedule, at the Closing, the Acquired Company or a Subsidiary will have exclusive ownership and direct control of its records, systems, controls, data and information. (c) Since August 31, 2003, to the Knowledge of Seller, (i) none of the Acquired Company or any Subsidiary has received or otherwise had or obtained Knowledge, nor has any stockholder, director, officer or employee of the Acquired Company or any Subsidiary received or otherwise had or obtained Knowledge of any written complaint, allegation, assertion or claim of any type that the Acquired Company or any Subsidiary has, since August 31, 2003, engaged in material accounting or auditing practices not permitted pursuant to GAAP, and (ii) no attorney representing Xxxxxxx International, Inc. with respect to the Acquired Company or any Subsidiary or representing the Acquired Company or any Subsidiary, whether or not employed by the Acquired Company or any Subsidiary, as the case may be, has reported evidence of a material violation of tax Laws or breach of fiduciary duty by the Acquired Company or any Subsidiary or any of their respective officers, directors or employees (in their capacity as such) of the type that would be required to be reported pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act of 2002 to the board of directors of the Acquired Company or any Subsidiary or any committee thereof or to any director or executive officer of the Acquired Company or any Subsidiary. Since August 31, 2003, there have been no internal investigations regarding accounting initiated at the direction of the board of directors of the Acquired Company or any Subsidiary or any committee thereof.