Corporate Records; Bank Accounts Sample Clauses

Corporate Records; Bank Accounts. (a) Seller has delivered to Purchaser true, correct and complete copies of (i) the Certificate of Incorporation of each of the Seller Subsidiaries (certified by the Secretary of State of Delaware) and (ii) the Bylaws of each of the Seller Subsidiaries (certified by the secretary, assistant secretary or other appropriate officer of such Seller Subsidiary). (b) The minute books of each of the Seller Subsidiaries made available to Purchaser contain substantially complete records of all meetings for which minutes were taken, and reflect other corporate actions, of the stockholders and board of directors (including any committees thereof) of such Seller Subsidiary. To the extent required by applicable Legal Requirements and its Certificate of Incorporation and Bylaws, all corporate action of each Seller Subsidiary has been duly authorized and adopted by such Seller Subsidiary’s board of directors and stockholders. The stock certificate books and stock transfer ledgers of each of the Seller Subsidiaries made available to Purchaser are true, correct and complete. Any applicable stock transfer Taxes and fees of any Governmental Entity levied or payable with respect to all transfers of the Shares prior to the Closing have been paid and any applicable transfer tax stamps affixed. (c) Schedule 4.18.3 sets forth a complete list containing the names of all banks or any other financial institutions which are depositories of funds of such Seller Subsidiary and the names and locations of any institutions in which such Seller Subsidiary has safe deposit boxes and the names of the persons having access thereto.
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Corporate Records; Bank Accounts. The Corporate Records are true, correct, and complete, and all corporate proceedings and actions reflected in the Corporate Records have been conducted or taken in compliance with all Applicable Law and with the Charter Documents of Company, as the case may be. Schedule 4.20 sets forth a list of all bank and savings accounts, certificates of deposit and safe deposit boxes of Company, including the name and address of each bank branch and the names of those persons authorized to sign thereon.
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Corporate Records; Bank Accounts. The minute books of the Company Group Members contain true and correct records in all material respects of all actions taken at all meetings and by all written consents in lieu of meetings of their respective board of directors, or any committees thereof, and stockholders or other equity holders of the Company Group Members. The stock ledgers of the Company Group Members contain a true, complete and correct record of the original issuance and transfer of the capital stock of the Company Group Members. The Company has made available to Buyer and its representatives copies of the minute books and records of each Company Group Member. The Company has provided to the Buyer a list of all banks and other financial institutions (together with addresses thereof) with which any Company Group Members maintains a savings or other account, certificate of deposit, lock box or safe deposit box, and the names of all persons that are authorized as signatories to act in connection therewith.
Sample 1
Corporate Records; Bank Accounts. The minute books of the Company and each of its Subsidiaries contain true, complete and correct records in all material respects of all actions taken at all meetings and by all written consents in lieu of meetings of their respective board of directors, or any committees thereof, and stockholders or other equity holders of the Company and each of its Subsidiaries. The stock ledgers of the Company contain a true, complete and correct record of the original issuance and transfer of the capital stock of the Company and each of its Subsidiaries. The Company has made available to Buyer and its representatives true and correct copies of books and records of the Company and each of its Subsidiaries described in this Section 6.18. All proceedings and actions reflected in the books and records of the Company and each of its Subsidiaries described in this Section 6.18 have been conducted or taken in material compliance with all applicable Laws and with the charter documents and bylaws (or their applicable equivalent) of the Company and each of its Subsidiaries. Schedule 6.18 sets forth (i) a list of all banks and other financial institutions (together with addresses thereof) with which the Company and each of its Subsidiaries maintains a savings or other account, certificate of deposit, lock box or safe deposit box, and (ii) the names of all persons that are authorized as signatories to act or to deal in connection therewith.
Sample 1
Corporate Records; Bank Accounts. The Corporate Records are complete and accurate in all material respects and all corporate proceedings and actions reflected in the Corporate Records have been conducted or taken in compliance with all applicable Laws and with any shareholders agreement, the articles and by-laws (or their applicable equivalent) of the Company or its Subsidiary, as may be the case. The Company has provided the Buyer complete and accurate copies of the minutes of all meetings, if any, of the shareholders of the Company and the Subsidiary, the board of directors of the Company and the Subsidiary and the committees thereof. Schedule 3.16 hereto sets forth a list of all bank and savings accounts, certificates of deposit and safe deposit boxes of the Company and its Subsidiary including the name and address of each bank branch and the names of those persons authorized to sign thereon as of the date of this Agreement.
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Related to Corporate Records; Bank Accounts

  • Bank Accounts The Custodian shall identify on its books as belonging to the applicable Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

  • 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.

  • Location of Bank Accounts Schedule 6.01(v) sets forth a complete and accurate list as of the Effective Date of all deposit, checking and other bank accounts, all securities and other accounts maintained with any broker dealer and all other similar accounts maintained by each Loan Party, together with a description thereof (i.e., the bank or broker dealer at which such deposit or other account is maintained and the account number and the purpose thereof).

  • Books Records Reports and Bank Accounts 8.1 Maintenance of Books 45 8.2 Reports 46 8.3 Information Rights 46 8.4 Bank Accounts 46 8.5 Fiscal Year 46

  • Bank Account Payments shall be made to the Contractor’s bank account denominated in euro, identified as follows: Name of bank: [complete] Address of branch in full: [complete] Exact designation of account holder: [complete] Full account number including codes: [complete] [IBAN code: [complete]]

  • 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.

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

  • Custody of Partnership Funds; Bank Accounts (a) All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine. (b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b).

  • 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.

  • Additional Bank Accounts Borrower shall not, directly or indirectly, open, establish or maintain any deposit account, investment account or any other account with any bank or other financial institution, other than the Blocked Accounts and the accounts set forth in Schedule 8.8 hereto, except: (a) as to any new or additional Blocked Accounts and other such new or additional accounts which contain any Collateral or proceeds thereof, with the prior written consent of Lender and subject to such conditions thereto as Lender may establish and (b) as to any accounts used by Borrower to make payments of payroll, taxes or other obligations to third parties, after prior written notice to Lender.

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