Common use of Corporate Affairs Clause in Contracts

Corporate Affairs. (a) Xxxxxx has made available to Buyer correct and complete copies of the Constituent Documents of Xxxxxx and each of the Xxxxxx Subsidiaries (as amended to date). Xxxxxx has made available to Buyer all of the minute books in its possession containing the records of the meetings of the shareholders, the Board of Directors and any committee of the Board of Directors of Xxxxxx and each of the Xxxxxx Subsidiaries since January 1, 2007. The minute books of Xxxxxx and the Xxxxxx Subsidiaries reflect all of the material actions taken by each of their respective Boards of Directors (including each committee thereof) and shareholders from January 1, 2007 through the date of this Agreement. Xxxxxx has made available to Buyer all of the stock ledgers of the Xxxxxx Subsidiaries. (b) The books and records of Xxxxxx and each of the Mercer Subsidiaries (i) are and have been properly prepared and maintained in form and substance adequate for preparing audited consolidated financial statements, in accordance with GAAP consistently applied and any other accounting requirements and Applicable Law, in each case, applicable to Xxxxxx or such Xxxxxx Subsidiary, (ii) reflect only actual transactions, and (iii) fairly reflect all assets and liabilities of Xxxxxx and each of the Xxxxxx Subsidiaries and all Contracts and other transactions to which Xxxxxx or any of the Xxxxxx Subsidiaries is or was a party or by which Xxxxxx or any of the Xxxxxx Subsidiaries or any of their respective businesses or assets is or was affected. (c) The stock books and stock ledgers of Xxxxxx accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of Xxxxxx. The stock books and stock ledgers of each Xxxxxx Subsidiary accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of such Xxxxxx Subsidiary.

Corporate Affairs. (a) Xxxxxx has made available to Buyer correct and complete The copies of the Constituent Documents of Xxxxxx each Employers Company have been furnished to Eastern and each reflect all amendments made thereto at any time prior to the date of the Xxxxxx Subsidiaries (as amended to date)this Agreement and are correct and complete. Xxxxxx has made available to Buyer all of the The minute books in its possession (containing the records of the meetings of the shareholders, board of directors and shareholders or the Board managers and members of Directors each Employers Company) and any committee of the Board of Directors of Xxxxxx and each of the Xxxxxx Subsidiaries since January 1, 2007. The minute stock or membership ledger record books of Xxxxxx each Employers Company have been furnished to Eastern and the Xxxxxx Subsidiaries reflect are correct and complete in all material respects. Schedule 3.3(a) sets forth (i) a list of all of the material actions taken Employers Shareholders together with the number of shares of Employers Common Stock owned by each Employers Shareholder, and (ii) a list of their respective Boards of Directors (including each committee thereof) and shareholders from January 1, 2007 through the date of this Agreement. Xxxxxx has made available to Buyer all of the stock ledgers directors, officers and managers of the Xxxxxx Subsidiarieseach Employers Company. (b) The Except as set forth on Schedule 3.3(b), the books and records of Xxxxxx Employers and each of the Mercer Employers Subsidiaries (i) are and have been properly prepared and maintained in form and substance adequate for preparing audited consolidated financial statements, in accordance with GAAP consistently applied and any other accounting requirements and Applicable Law, in each case, applicable to Xxxxxx or such Xxxxxx Subsidiary, (ii) reflect only actual transactions, and (iii) fairly and accurately reflect all assets and liabilities of Xxxxxx Employers and each of the Xxxxxx Employers Subsidiaries and all Contracts contracts and other transactions to which Xxxxxx Employers or any of the Xxxxxx Employers Subsidiaries is or was a party or by which Xxxxxx Employers or any of the Xxxxxx Employers Subsidiaries or any of their respective businesses or assets is or was affectedaffected to the extent necessary for preparing audited consolidated financial statements in accordance with GAAP consistently applied (including materiality standards) and any Applicable Law. (c) The stock minute books and stock ledgers of Xxxxxx Employers accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of XxxxxxEmployers. The stock minute books and stock or membership ledgers of each Xxxxxx Employers Subsidiary accurately and completely list and describe all issuances, transfers and cancellations of units or shares of capital stock of such Xxxxxx Employers Subsidiary. (d) Except for restrictions on business activities of insurance companies under Applicable Law and the necessity of obtaining any required governmental authorizations, licenses and permits, no Employers Company is restricted from conducting any particular business or conducting business in any particular place.

Corporate Affairs. (a) Xxxxxx FPIG has made available to Buyer Mercer correct and complete copies of the Constituent Documents of Xxxxxx FPIG and each of the Xxxxxx FPIG Subsidiaries (as amended to date). Xxxxxx FPIG has made available to Buyer Mercer all of the minute books in its possession containing the records of the meetings of the shareholdersstockholders, the Board board of Directors directors and any committee of the Board board of Directors directors of Xxxxxx FPIG and each of the Xxxxxx Subsidiaries since January 1, 2007FPIG Subsidiaries. The minute books of Xxxxxx FPIG and the Xxxxxx FPIG Subsidiaries reflect all of the material actions taken by each of their respective Boards of Directors (including each committee thereof) and shareholders from January 1, 2007 through the date of this Agreementstockholders. Xxxxxx FPIG has made available to Buyer Mercer all of the stock ledgers of FPIG and the Xxxxxx FPIG Subsidiaries. (b) The books and records of Xxxxxx FPIG and each of the Mercer FPIG Subsidiaries (i) are and have been properly prepared and maintained in form and substance adequate for preparing audited consolidated financial statements, in accordance with GAAP consistently applied and any other applicable legal and accounting requirements and Applicable Law, in each case, applicable to Xxxxxx or such Xxxxxx Subsidiaryrequirements, (ii) reflect only actual transactions, and (iii) fairly and accurately reflect all assets and liabilities of Xxxxxx FPIG and each of the Xxxxxx FPIG Subsidiaries and all Contracts contracts and other transactions to which Xxxxxx FPIG or any of the Xxxxxx FPIG Subsidiaries is or was a party or by which Xxxxxx FPIG or any of the Xxxxxx FPIG Subsidiaries or any of their respective businesses or assets is or was affected. (c) The stock minute books and stock ledgers of Xxxxxx FPIG accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of XxxxxxFPIG. The stock minute books and stock ledgers of each Xxxxxx FPIG Subsidiary accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of such Xxxxxx FPIG Subsidiary.

Corporate Affairs. (a) Xxxxxx has made available to Buyer correct and complete copies of the Constituent Documents of Xxxxxx and each of the Xxxxxx Subsidiaries (as amended to date). Xxxxxx has made available to Buyer all of the minute books in its possession containing the records of the meetings of the shareholders, the Board of Directors and any committee of the Board of Directors of Xxxxxx and each of the Xxxxxx Subsidiaries since January 1, 2007. The minute books of Xxxxxx and the Xxxxxx Subsidiaries reflect all of the material actions taken by each of their respective Boards of Directors (including each committee thereof) and shareholders from January 1, 2007 through the date of this Agreement. Xxxxxx has made available to Buyer all of the stock ledgers of the Xxxxxx Subsidiaries. (b) The books and records of Xxxxxx and each of the Mercer Xxxxxx Subsidiaries (i) are and have been properly prepared and maintained in form and substance adequate for preparing audited consolidated financial statements, in accordance with GAAP consistently applied and any other accounting requirements and Applicable Law, in each case, applicable to Xxxxxx or such Xxxxxx Subsidiary, (ii) reflect only actual transactions, and (iii) fairly reflect all assets and liabilities of Xxxxxx and each of the Xxxxxx Subsidiaries and all Contracts and other transactions to which Xxxxxx or any of the Xxxxxx Subsidiaries is or was a party or by which Xxxxxx or any of the Xxxxxx Subsidiaries or any of their respective businesses or assets is or was affected. (c) The stock books and stock ledgers of Xxxxxx accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of Xxxxxx. The stock books and stock ledgers of each Xxxxxx Subsidiary accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of such Xxxxxx Subsidiary.