Common use of Charter Documents; Records Clause in Contracts

Charter Documents; Records. Each of the Acquired Companies has made available to the Purchaser accurate and complete copies of its: (a) certificate of incorporation and bylaws, or equivalent governing documents, including all amendments thereto (the “Charter Documents”); and (b) minutes and other records of the material meetings and other material proceedings (including any actions taken by written consent, written resolution or otherwise without a meeting) of the stockholders (or similar stakeholders), the board of directors (or other similar body) and all committees of the board of directors (or other similar body), which minutes or other records are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements. All actions taken and all transactions entered into by each of the Acquired Companies have been duly approved by all necessary action of the board of directors (or other similar body) and stockholders of each of the Acquired Companies required by applicable Legal Requirements. There has been no violation in any material respect of any of the provisions of the Charter Documents of any of the Acquired Companies, and none of the Acquired Companies has taken any action that is inconsistent in any material respect with any resolution adopted by any of the Acquired Companies’ stockholders (or similar stakeholder), board of directors (or other similar body) or any committee of the board of directors (or other similar body). The books of account, stock records, minute books and other records of each of the Acquired Companies are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements.

Charter Documents; Records. Each of the Acquired Companies The Company has made available delivered to the Purchaser Parent accurate and complete copies of itsof: (a) the certificate of incorporation and bylaws, memorandum of association and articles of association, constitution or equivalent governing documents, including all amendments thereto thereto, of each of the Acquired Entities (the “Charter Documents”); and (b) the minutes and other records of the material meetings and other material proceedings (including any actions taken by written consent, written resolution consent or otherwise without a meeting) of the stockholders (or similar stakeholders)members, the board of directors (or other similar body) and all committees of the board of directors (or other similar body)) of each of the Acquired Entities since inception, which minutes or other records are accuratecontain a summary of all meetings of directors, up-to-date stockholders and complete in all material respectsmembers, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirementsactions taken thereat or by written consent since inception. All actions taken and all transactions entered into into, in each case since inception, by each of the Acquired Companies Entities that required approval by the board of directors (or other similar body) and/or stockholders of an Acquired Entity under applicable Law, Contracts or the Charter Documents of the Acquired Entity, have been duly approved by all necessary action of the board of directors (or other similar body) and and/or stockholders of each of the such Acquired Companies required by applicable Legal RequirementsEntity. There has been no violation in any material respect of any of the provisions of the Charter Documents of any of the Acquired Companies, and none of the Acquired Companies has taken any action that is inconsistent in any material respect with any resolution adopted by any of the Acquired Companies’ stockholders (or similar stakeholder), board of directors (or other similar body) or any committee of the board of directors (or other similar body)Entity. The books of account, stock records, records and minute books and other records of each of the Acquired Companies Entities are accurate, up-to-date accurate and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements.

Charter Documents; Records. Each of the Acquired Companies (a) The Company has made available Made Available to the Purchaser accurate and complete copies of its(to the extent applicable) of: (ai) the articles of association, certificate of incorporation and incorporation, bylaws, and any and all other organizational documents (or equivalent governing comparable documents), including all amendments thereto thereto, of each Acquired Company (the “Charter Documents”); (ii) the share registers of each Acquired Company; and (biii) the minutes and other records of the material meetings and other material proceedings (including any actions taken by written consent, written resolution consent or otherwise without a meeting) of the stockholders (or similar stakeholders)shareholders, the board of directors (or other similar body) and all committees of the board of directors (or other similar body)) of each Acquired Company, which minutes or other records are accuratecontain a complete summary, up-to-date and complete in all material respects, and have been maintained in of all material respects in accordance with prudent business practices meetings of directors or shareholders, and all applicable Legal Requirements. actions taken at such meetings or by written consent. (b) All actions taken and all transactions entered into by each Acquired Company that requires the approval of the board of directors (or similar body) or shareholders of an Acquired Companies Company have been duly approved by all necessary action of the board of directors (or other similar body) and stockholders shareholders of each of such Acquired Company (as the Acquired Companies required by applicable Legal Requirementscase may be). There has been no violation in any material respect of any of the provisions of the Charter Documents of any of the Acquired Companies, Company and none of the no Acquired Companies Company has taken any action that is inconsistent in any material respect with any resolution adopted by any of the such Acquired Companies’ stockholders (Company’s shareholders or similar stakeholder), board of directors (or other similar body) or any committee of the board of directors (or other similar body). The books of account, share register, stock records, minute books and any similar other records of each of the Acquired Companies Company are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements.19

Charter Documents; Records. Each of the Acquired Companies The Company has made available to the Purchaser Parent accurate and complete copies of itsof: (a) the certificate of incorporation or certificate of formation, as applicable, and bylawsbylaws or operating agreement, or equivalent governing documentsas applicable, including all amendments thereto or equivalent governing documents (collectively, the “Charter Documents”)) of each Acquired Entity; and (b) minutes and other records except as described in Part 2.2 of the material Disclosure Schedule, the minutes of the meetings and other material proceedings (including any actions taken by written consent, written resolution consent or otherwise without a meeting) of the stockholders (or similar stakeholders)members, the board of directors or managers (or other similar body) and all committees of the board of directors or managers (or other similar body), as applicable, of each Acquired Entity since January 1, 2017, which minutes contain a summary of all meetings of the board of directors or managers (or other records are accuratesimilar body), up-to-date committees of the board of directors or managers (or other similar body) and complete in all material respectsstockholders or members, as applicable, and all actions taken thereat or by written consent, since January 1, 2017; provided that such minutes are subject to redaction of actions related to the transactions contemplated by this Agreement and minutes pertaining only to the transactions contemplated by this Agreement have not been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirementsmade available to Parent. All actions taken and all transactions entered into by each of the Acquired Companies Entity have been duly approved by all necessary action (if and to the extent required) of the board of directors or managers (or other similar body) and stockholders and members of each of the Acquired Companies required by applicable Legal RequirementsEntity. There has been no violation in any material respect of any of the provisions of the Charter Documents of any of the Acquired Companies, and none of the Acquired Companies has taken any action that is inconsistent in any material respect with any resolution adopted by any of the Acquired Companies’ stockholders (or similar stakeholder), board of directors (or other similar body) or any committee of the board of directors (or other similar body)Entity. The books of account, stock or membership interest records, minute books and other records of each of the Acquired Companies Entity are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements.

Charter Documents; Records. Each of the Acquired Companies The Company has made available to the Purchaser Parent accurate and complete copies of itsof: (a) the certificate of incorporation and bylaws, memorandum of association and articles of association or equivalent governing documents, including all amendments thereto thereto, of each of the Acquired Companies (the “Charter Documents”); and (b) the stock or share records of each of the Acquired Companies; and (c) the minutes and other records of the material meetings and other material proceedings (including any actions taken by written consent, written resolution consent or otherwise without a meeting) of the stockholders (or similar stakeholders)members, the board of directors (or other similar body) and all committees of the board of directors (or other similar body)) of each of the Acquired Companies, which minutes or other records are accuratecontain a complete summary of all meetings of directors, up-to-date stockholders and complete in all material respectsmembers, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirementsactions taken thereat or by written consent. All actions taken and all transactions entered into by each of the Acquired Companies have been duly approved by all necessary action of the board of directors (or other similar body) and stockholders of each of the Acquired Companies required by applicable Legal Requirementsif such approval was required. There has been no violation in any material respect of any of the provisions of the Charter Documents of any of the Acquired Companies, and none of the no Acquired Companies Company has taken any action that is inconsistent in any material respect with any resolution adopted by any of the such Acquired Companies’ Company’s stockholders (or similar stakeholder)members, board of directors (or other similar body) or any committee of the board of directors (or other similar body). The books of account, stock records, minute books and other records of each of the Acquired Companies are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements.

Charter Documents; Records. Each of the Acquired Companies The Company has made available to the Purchaser Parent accurate and complete copies of itsof: (a) the certificate of incorporation or certificate of formation, as applicable, and bylawsbylaws or operating agreement, or equivalent governing documentsas applicable, including all amendments thereto or equivalent governing documents of each Acquired Entity (collectively, the “Charter Documents”); and (b) the minutes and other records of the material meetings and other material proceedings (including any actions taken by written consent, written resolution consent or otherwise without a meeting) of the stockholders (or similar stakeholders)members, the board of directors or managers (or other similar body) and all committees of the board of directors or managers (or other similar body), as applicable, of each Acquired Entity since incorporation or formation of such Acquired Entity to the Agreement Date, which minutes or other records contain a materially complete summary of all meetings of the board of directors or managers (or similar body), committees of the board of directors or managers (or similar body) and stockholders or members, as applicable, and all actions taken thereat or by written consent, since incorporation or formation of such Acquired Entity to the Agreement Date. All actions taken and all transactions entered into by each Acquired Entity have been duly approved by all necessary action of the board of directors or managers (or other similar body) and stockholders and members of each Acquired Entity. There has been no violation of any of the provisions of the Charter Documents of any Acquired Entity, and none of the Acquired Entities has taken any action that is inconsistent with any resolution adopted by such Acquired Entity’s stockholders or members, board of directors or managers (or other similar body) or any committee of the board of directors or managers (or other similar body), as applicable. The books of account, stock or membership interest records, minute books and other records of each Acquired Entity are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements. All actions taken and all transactions entered into by each of the Acquired Companies have been duly approved by all necessary action of the board of directors (or other similar body) and stockholders of each of the Acquired Companies required by applicable Legal Requirements. There has been no violation in any material respect of any of the provisions of the Charter Documents of any of the Acquired Companies, and none of the Acquired Companies has taken any action that is inconsistent in any material respect with any resolution adopted by any of the Acquired Companies’ stockholders (or similar stakeholder), board of directors (or other similar body) or any committee of the board of directors (or other similar body). The books of account, stock records, minute books and other records of each of the Acquired Companies are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent ordinary business practices and all applicable Legal Requirements.

Charter Documents; Records. Each of the Acquired Companies The Company has made available Available to the Purchaser accurate and complete copies of itsof: (a) the certificate of incorporation formation and bylaws, the limited liability company agreement (or equivalent governing documents), including all amendments thereto thereto, of each of the Company Parties, Homestate Mortgage and Sentinel (the “Charter Documents”); and (b) the minutes and other records of the material meetings and other material proceedings (including any actions taken by written consent, written resolution consent or otherwise without a meeting) of the stockholders members, the managers or management committees (or other similar body) of the Company Parties since such Company Parties’ date of formation, which minutes or other records contain a complete and accurate summary of all meetings of the managers or management committees (or similar stakeholders)body) and members, and all actions taken thereat or by written consent, since its date of formation. All actions taken and all transactions entered into by the board Company Parties have been duly approved by all necessary action of directors the managers or management committees (or other similar body) and all committees members of the board Company Parties. There has been no violation of directors any of the provisions of the Charter Documents of the Company Parties, or to the Knowledge of the Company, Homestate Mortgage or Sentinel, and the Company Parties have not, and to the Knowledge of the Company, the Charter Documents of Homestate Mortgage and Sentinel have not, taken any action that is inconsistent in any material respect with any resolution adopted by the respective members, managers or management committee (or other similar body)) of the Company Parties’, which minutes Homestate Mortgage, or other Sentinel. The membership records and minute books of the Company Parties are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements. All actions taken and all transactions entered into by each of the Acquired Companies have been duly approved by all necessary action of the board of directors (or other similar body) and stockholders of each of the Acquired Companies required by applicable Legal Requirements. There has been no violation in any material respect of any of the provisions of the Charter Documents of any of the Acquired Companies, and none of the Acquired Companies has taken any action that is inconsistent in any material respect with any resolution adopted by any of the Acquired Companies’ stockholders (or similar stakeholder), board of directors (or other similar body) or any committee of the board of directors (or other similar body). The books of account, stock records, minute books and other records of each of the Acquired Companies are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements.