Corporate and Other Records Sample Clauses

Corporate and Other Records. There shall have been delivered to CORE the books and records of Seller as described in Section 1.1(e) and (i).
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Corporate and Other Records. The corporate books and records, including stock certificates, treasury stock, stock transfer records, corporate seals and minute books of RMUSA (i) which are not used in or necessary for the conduct of the RMUSA Business and (ii) which are not located on the RMUSA Real Property or are not within the possession or control of those persons employed to work principally for the RMUSA Business, (iii) employee files for employees other than the RMUSA Transferred Employees, (iv) RMUSA's Tax Returns and any tax supporting information related thereto, and (v) any and all records related to pending or completed litigation and claims;
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Corporate and Other Records. The corporate books and records, including stock certificates, treasury stock, stock transfer records, corporate seals and minute books of Cemex, Inc. (i) which are not used in or necessary for the conduct of the Cemex Business and (ii) which are not located on the Cemex Real Property or are not within the possession or control of those persons employed to work principally for the Cemex Business, (iii) employee files for employees other than the Cemex Transferred Employees, (iv) Cemex, Inc.'s Tax Returns and any tax supporting information related thereto, and (v) any and all records related to pending or completed litigation and claims;
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Corporate and Other Records. (a) The records, systems and information of each Company and Subsidiary and the means of access to them are in all material respects exclusively owned by each of them and under their direct control.
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Corporate and Other Records. The corporate books and records, including stock certificates, treasury stock, stock transfer records, corporate seals and minute books of Seller (i) which are not used in or necessary for the conduct of the Seller Business and (ii) which are not located on the Seller Real Property or are not within the possession or control of those Persons employed to work principally for the Seller Business, (iii) employee files for employees other than the Seller Transferred Employees, (iv) Seller's Tax Returns and any tax supporting information related thereto, and (v) any and all records related to pending or completed litigation and claims;
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Corporate and Other Records. The minute books, stock transfer books, corporate seal, supplemental data files and optical images of Sellers and all of the Books and Records of the Business other than the Books and Records described in Sections 1.01(a)(i), (iv), (v), (vii), (viii), (xii), and (xv);
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Corporate and Other Records. The copies of the Articles or Certificates of Incorporation, the Bylaws and other corporate organizational documents, including, all amendments thereto, of each of the Subsidiaries that have been delivered to Purchaser are true, correct and complete copies. To the knowledge of the Seller, the minutes and other corporate record books of the Subsidiaries, copies of which have been delivered or made available to Purchaser, contain materially accurate minutes of all meetings of and accurate consents to all actions taken without meetings by the board of directors or governing body (and any committees thereof) and stockholders or quotaholders, as the case may be, of each of the Subsidiaries since December 31, 1990. Seller has provided to Purchaser due diligence information as reasonably requested by Purchaser prior to the execution hereof regarding Seller and the Subsidiaries with reasonable care and in good faith and such information is accurate in all material respects.
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Related to Corporate and Other Records

  • Corporate and Other Proceedings All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in all respects to the Administrative Agent;

  • Due Formation of Corporate and Other Buyers If the Buyer(s) is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Convertible Debentures and is not prohibited from doing so.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • SEC and Other Reports promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Financial and Other Reports 6 (A) Owner/IRS Relationship. Owner is required to file all required Internal Revenue Service (IRS) 7 forms and meet all IRS requirements. Owner agrees to provide Broker with appropriate IRS forms (e.g., W-9) 8 before any funds are disbursed to Owner.

  • Bills and Other Disbursements Upon receipt of Instructions, the Custodian shall pay, or cause to be paid, all bills, statements, or other obligations of a Fund.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Reports and Other Information (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC): (i) within the time period specified in the SEC’s rules and regulations, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), (ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), (iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and (iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website. (b) In the event that: (i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and (ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02. (c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer has filed such reports with the SEC via the EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing. (a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).

  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

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