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).
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
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;
Sample 1Sample 2
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;
Sample 1Sample 2
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;
Sample 1
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);
Sample 1
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.
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs

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 As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies (or summaries) of all of the following agreements or documents to which it is subject and each of which is listed in Schedule 5.17: supply agreements and purchase agreements not terminable by such Credit Party within sixty (60) days following written notice issued by such Credit Party and involving transactions in excess of $1,000,000 per annum; leases of Equipment having a remaining term of one year or longer and requiring aggregate rental and other payments in excess of $500,000 per annum; licenses and permits held by the Credit Parties, the absence of which could reasonably be expected to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

  • 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 From time to time up to the earlier of the Expiration Date or the complete exercise of this Warrant, Company shall furnish to Holder, if Company is a private company, (a) unaudited consolidated and, if available, consolidating balance sheets, statements of operations and cash flow statements within 30 days of each fiscal month of each fiscal year, certified by Company’s president or chief financial officer, and (b) Company’s complete annual audited consolidated and, if available, consolidating balance sheets, statements of operations and cash flow statements certified by an independent certified public accountant selected by Company within 120 days of the fiscal year end or, if sooner, promptly following such time as Company’s Board of Directors receives the audit. If Company is a publicly held company, it shall deliver to Holder quarterly unaudited consolidated and, if available, consolidating balance sheets, statements of operations and cash flow statements and annual audited consolidated and, if available, consolidating balance sheets, statements of operations and cash flow statements, certified by a recognized firm of certified public accountants, within 5 days after the statements are required to be provided to the SEC. All such statements are to be prepared using GAAP and, if Company is a publicly held company, are to be in compliance with SEC requirements. At the time of Company’s delivery of quarterly financial statements in accordance with this Section 9, Company shall also deliver to Holder an updated capitalization table of Company in the form attached hereto as Annex A. For so long as Company is a privately held company, Holder agrees to hold in confidence and trust and not to improperly use or disclose any information provided to or learned by Holder in connection with its rights under this Section 9 regarding the business as conducted by Company as of today’s date on the same terms and conditions as set forth in Section 11.8 of the Credit Agreement.

  • 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.

  • Due Diligence and Other Documents The Borrowers shall have delivered to the Administrative Agent such other documents, certificates and opinions as the Administrative Agent may reasonably request.

  • Reports and Other Information (a) The Fund and the Investment Manager agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with respect to their affairs as each may reasonably request. The Investment Manager further agrees to furnish to the Fund, if applicable, the same such documents and information pertaining to any sub-adviser as the Fund may reasonably request.

Time is Money Join Law Insider Premium to draft better contracts faster.