Charter and Corporate Records Sample Clauses

Charter and Corporate Records. PKI has made available to Buyer correct and complete copies of the memorandum and articles of association, corporate charter and bylaws or similar organizational documents (as amended to the date of this Agreement) of each Acquired Company. The minute books (containing the records of meetings of the stockholders and the board of directors), registers and the stock record or similar books of each Acquired Company are correct and complete in all material respects. None of the Acquired Companies is in material default under or in material violation of any provision of its memorandum or articles of association, corporate charter or bylaws or similar organizational documents.
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Charter and Corporate Records. The Seller has made available to the Buyer correct and complete copies of the corporate charter and bylaws of the Company (each as amended to date). The minute books (containing the records of meetings of the stockholders and the board of directors) of the Company are correct and complete in all material respects, and the stock record books of the Company are correct and complete in all material respects. The Company is not in default under or in violation of any provision of its corporate charter or bylaws.
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Charter and Corporate Records. The Parent has made available to the Buyer correct and complete copies of the charter and bylaws of DC EMS and the memorandum and articles of association of DC CM (each as amended to date). The minute books (containing the records of meetings of the stockholders or shareholders and the board of directors) of each Business Subsidiary, the stock record books of DC EMS and the statutory books and registers of DC CM are correct and complete in all material respects.
Sample 1
Charter and Corporate Records. Parent has made available to Buyer correct and complete copies of the corporate charter and bylaws or comparable organizational documents (as amended to date) of each Acquired Company. The minute books and the stock record books (or comparable records) of each Acquired Company are correct and complete in all material respects. None of the Acquired Companies is in default under or in violation of any provision of its corporate charter or bylaws or comparable organizational documents.
Sample 1
Charter and Corporate Records. Seller has made available to Buyer correct and complete copies of the certificate of incorporation and bylaws of SRT (as amended to date). The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books and the stock record books of SRT are correct and complete in all material respects. SRT is not in default under or in violation of any provision of its certificate of incorporation or bylaws.
Sample 1
Charter and Corporate Records. The Seller has delivered to the Buyer true, correct and complete copies of the certificate of formation and operating agreement of the LLC Subsidiary (as amended to date and currently in effect) and of the certificate of incorporation and bylaws (or other similar organizational documents) of each Corporate Subsidiary (as amended to date and currently in effect). The minute books (containing the records of meetings (or written consents executed in lieu of such meetings) of the stockholders, the board of directors, and any committees of the board of directors) are true, correct and complete in all material respects and the stock certificate books and the stock record books of each Corporate Subsidiary are true, correct and complete in all respects. The minute books (containing the records of meetings (or written consents executed in lieu of such meetings) of the members of the LLC Subsidiary are true, correct and complete in all material respects. No Corporate Subsidiary is in default under or in violation of any provision of its certificate of incorporation or bylaws (or other similar organizational documents). The LLC Subsidiary is not in default under or in violation of any provision of its certificate of formation or operating agreement (or other similar organizational documents).
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Charter and Corporate Records. Xxxxxx has made available to the Buyers, or their Affiliates, correct and complete copies of the corporate charter and bylaws or other organizational documents (each as amended to date) of each Business Subsidiary, other than for Xxxxxx XX, which Xxxxxx will make available to the Buyers, prior to the Closing Time. The minute books (containing the records of meetings of the stockholders and the board of directors) and the stock record books of each Business Subsidiary are correct and complete in all material respects. None of the Business Subsidiaries is in default under or in violation of any provision of its corporate charter or bylaws or other organizational documents.
Sample 1
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Charter and Corporate Records. PKI Indonesia has made available to Buyer correct and complete copies of its corporate charter and bylaws or other organizational documents (as amended to date). The minute books (containing the records of meetings of the stockholders and the board of directors) and the stock record books of PKI Indonesia are correct and complete in all material respects. PKI Indonesia is not in default under or in violation of any provision of its corporate charter or bylaws or other organizational documents.
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Related to Charter and Corporate Records

  • Charter Documents and Corporate Records 16 SECTION 3.6

  • Corporate Records The minute books of the Company have been made available to the Representative and Representative Counsel and such books (i) contain minutes of all material meetings and actions of the Board of Directors (including each board committee) and stockholders of the Company, and (ii) reflect all material transactions referred to in such minutes.

  • Separate Records The Recipient shall maintain separate records and documentation for the Funds and keep all records including invoices, statements, receipts, and vouchers in respect of Funds expended on Eligible Projects in accordance with the Recipient’s municipal records retention by-law. Upon reasonable notice by AMO or Canada, the Recipient shall submit all records and documentation relating to the Funds for inspection or audit.

  • Provision of Corporate Records Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information: (a) After the applicable Relevant Time, upon the prior written request by LSC or Donnelley Financial for specific and identified Information which relates to (x) LSC or Donnelley Financial or the conduct of the LSC Business or Donnelley Financial Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are parties, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party. (b) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party. (c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.

  • Minute Books The minute books of the Company made available to Purchasers contain a complete summary of all meetings of directors and stockholders since the time of incorporation.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole. (b) If any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) with which such entity does not file a consolidated tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership.

  • Corporate Books and Records The minute books of the Company contain accurate records of all meetings and accurately reflect all other actions taken by the stockholders, Board of Directors and all committees of the Board of Directors of the Company. Complete and accurate copies of all such minute books and of the stock register of the Company have been provided by the Company to the Buyer.

  • Books Records Accounting and Reports Section 8.1 Records and Accounting 60 Section 8.2 Fiscal Year 60 Section 8.3 Reports 60

  • Certified Copies of Organizational Documents The Agent shall have received from each Borrower a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and in which the Eligible Real Estate Assets are located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational agreements of such Borrower, as applicable, and its qualification to do business, as applicable, as in effect on such date of certification.

  • Company Books The Managers shall maintain and preserve, during the term of the Company, and for five (5) years thereafter, all accounts, books, and other relevant Company documents. Upon reasonable request, each Member shall have the right, during ordinary business hours, to inspect and copy such Company documents at the Member's expense.

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