Common use of Books and Records; Organizational Documents Clause in Contracts

Books and Records; Organizational Documents. The books, records and accounts of the Parent delivered to Company for inspection are true, complete and correct in all material respects. The Parent has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements, and (B) to maintain accountability for assets; and (iii) the amounts recorded for assets and liabilities on the books and records of the Parent are in accordance with GAAP. The Parent has delivered to Parent or its counsel for examination the following: (a) copies of the articles of incorporation and bylaws of the Parent as currently in effect; (b) all written records of all proceedings, consents, actions, and meetings of the shareholders, board of directors and any committees thereof of the Parent; (c) stock ledger and journal reflecting all stock issuances and transfers of the Parent; and (d) all Permits from Governmental Authorities issued to the Parent by, and filings by the Parent with, any regulatory agency, and all applications for such permits, orders, and consents. The written records of all proceedings, consents, actions, and meetings of the shareholders, board of directors and any committees thereof of the Parent made available to counsel for Parent are the only minutes of the Parent and contain accurate summaries of all meetings or actions by written consent of the Board of Directors (or committees thereof) of the Parent and its shareholders since the time of incorporation of the Parent.

Books and Records; Organizational Documents. The books, records and accounts of the Parent Company delivered to Company Parent for inspection are true, complete and correct in all material respects. The Parent Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements, and (B) to maintain accountability for assets; and (iii) the amounts recorded for assets and liabilities on the books and records of the Parent Company are in accordance with GAAP. The Parent Company has delivered to Parent or its counsel for examination the following: (a) copies of the articles of incorporation and bylaws of the Parent Company as currently in effect; (b) all written records of all proceedings, consents, actions, and meetings of the shareholders, board of directors and any committees thereof of the ParentCompany; (c) stock ledger and journal reflecting all stock issuances and transfers of the ParentCompany; and (d) all Permits from Governmental Authorities issued to the Parent Company by, and filings by the Parent Company with, any regulatory agency, and all applications for such permits, orders, and consents. The written records of all proceedings, consents, actions, and meetings of the shareholders, board of directors and any committees thereof of the Parent Company made available to counsel for Parent are the only minutes of the Parent Company and contain accurate summaries of all meetings or actions by written consent of the Board of Directors (or committees thereof) of the Parent Company and its shareholders since the time of incorporation of the ParentCompany.

Books and Records; Organizational Documents. (a) The books, records and accounts of the Parent Company delivered to Company Parent for inspection are true, complete and correct in all material respects. . (b) The Parent Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's ’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements, and (B) to maintain accountability for assets; and (iii) the amounts recorded for assets and liabilities on the books and records of the Parent Company are in accordance with GAAP. . (c) The Parent Company has delivered to Parent or its counsel for examination the following: (a) copies of the articles of incorporation and bylaws of the Parent Company as currently in effect; (b) all written records of all proceedings, consents, actions, and meetings of the shareholders, board of directors and any committees thereof of the ParentCompany; (c) stock ledger and journal reflecting all stock issuances and transfers of the ParentCompany; and (d) all Permits from Governmental Authorities issued to the Parent Company by, and filings by the Parent Company with, any regulatory agency, and all applications for such permits, orders, and consents. The written records of all proceedings, consents, actions, and meetings of the shareholders, board of directors and any committees thereof of the Parent Company made available to counsel for Parent are the only minutes of the Parent Company and contain accurate summaries of all meetings or actions by written consent of the Board of Directors (or committees thereof) of the Parent Company and its shareholders since the time of incorporation of the ParentCompany.

Books and Records; Organizational Documents. (a) The books, records and accounts of the Parent delivered to Company for inspection Target (i) are true, complete and correct in all material respects. The Parent , (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of Target, and (iii) accurately and fairly reflect the basis for Target's Financial Statements. (b) Target has devised and maintains a system of internal accounting controls sufficient for companies at an applicable stage of development to provide reasonable assurances that: : (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements, and (B) to maintain accountability for assets; and (iii) the amounts amount recorded for assets and liabilities on the books and records of the Parent Target are recorded in accordance with GAAP. (c) Target has written records of its proceedings, consents, actions and meetings of its shareholders and directors or any committee thereof, where such proceedings, consents, actions and meetings were related to corporate matters material to Target's business, financial condition, operations or results of operations. The Parent Target has delivered made available to Parent Acquiror or its counsel for examination all documents and information listed in Target Disclosure Schedules or in any other exhibit or schedule called for by this Agreement including, without limitation, the following: (a) copies of the articles Target's Articles of incorporation Incorporation and bylaws of the Parent Bylaws as currently in effect; (b) all written records of all proceedings, consents, actions, and and, to the extent available in writing, meetings of the shareholdersTarget's stockholders, board of directors and any committees thereof of the Parentthereof; (c) Target's stock ledger and journal reflecting all stock issuances and transfers of the Parent; and (d) all Governmental Permits from Governmental Authorities issued to the Parent by, and filings by the Parent Target with, any regulatory agencyagency with respect to Target or any securities of Target, and all applications for such permits, orders, and consents. The written records of all proceedings, consents, actions, and meetings of the shareholders, board of directors and any committees thereof of the Parent made available to counsel for Parent are the only minutes of the Parent and contain accurate summaries of all meetings or actions by written consent of the Board of Directors (or committees thereof) of the Parent and its shareholders since the time of incorporation of the Parent.