Financial and Corporate Records. The books and records of each of the Acquired Companies are and have been prepared and maintained in form and substance adequate for preparing audited financial statements in accordance with GAAP, and such books and records fairly and accurately reflect in all material respects all of the Assets and Obligations of each of the Acquired Companies and all Contracts and other transactions to which each of the Acquired Companies is or was a party or by which each of the Acquired Companies or the business or Assets of each of the Acquired Companies is or was affected. Accurate and complete copies of the contents of the minute books and stock books of each of the Acquired Companies have been made available to NCO. Such minute books and stock books include (a) minutes of all meetings of the shareholders, board of directors and any committees of the board of directors at which any material action was taken, which minutes accurately record all material actions taken at such meetings, (b) accurate and complete written statements of all actions taken by the shareholders, board of directors and any committees of the board of directors without a meeting, and (c) accurate and complete records of the subscription, issuance, transfer and cancellation of all shares of capital stock, and all other securities since the date of incorporation or formation. None of the shareholders, board of directors or any committee of the board or members has taken any material action required by Law to be reflected in the records in clauses (a) and (b) of the preceding sentence other than those actions reflected in the records referenced in clauses (a) and (b) of the preceding sentence. Schedule 3.4 is an accurate and complete list of all bank accounts, other accounts, certificates of deposit, marketable securities, other investments, safe deposit boxes, lock boxes and safes of each of the Acquired Companies, and the names of all officers, employees or other individuals who have access thereto or are authorized to make withdrawals therefrom or dispositions thereof.
Financial and Corporate Records. (a) The accounting records of each Company are up-to-date, and, so far as the Seller is aware, contain true and accurate details of all material transactions of each Company.
(b) Each Company's records, systems and information, and the means of access to them, are exclusively owned by it and under its direct control.
(c) Accurate and complete copies of the contents of the statutory books of each Company have been delivered, within the Closing Date to the Purchaser. The statutory books of each Company have been properly kept and contain an accurate and complete record of the matters which should be dealt with in those books and no notice or allegation that any of them is incorrect or should be rectified has been received. None of the shareholders, quotaholders, board of directors, or board of statutory auditors if any, has taken any material action.
(d) All returns, particulars, resolutions and other documents required to be filed with or delivered to the Companies' Register (Registro delle Imprese) by each Company or any of its directors have been correctly and properly prepared and so filed and delivered, and no such returns, particulars, resolutions or other documents have been so filed or delivered during the period of 10 (ten) Business Days ending with the Closing Date.
(e) Schedule 9 contains an accurate and complete list of all bank accounts, other accounts, certificates of deposit, marketable securities other investments, safe deposit boxes, lock boxes and safes of each Company, and the names of all the directors or other individuals who have access thereto or are authorised to make withdrawals therefrom or dispositions thereof.
(f) Except as disclosed in Schedule 9, each Company has no outstanding loan capital or any money borrowed or raised, or any liability in respect of any guarantee or indemnity.
Financial and Corporate Records. The Company has delivered to Parent an accurate and complete list, as of the date of the Agreement, of all bank accounts, other accounts, certificates of deposit, marketable securities, other investments, safe deposit boxes, lock boxes and safes of each of the Acquired Companies, and the names of all officers, employees or other individuals who have access thereto or are authorized to make withdrawals therefrom or dispositions thereof.
Financial and Corporate Records. The books of account, minute books, stock and membership interest record books and other similar records of the Company and its Subsidiaries are complete and correct in all material respects and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Exchange Act, including an adequate system of internal controls. Section 3.3 of the Company Disclosure Letter is an accurate and complete list of all bank accounts, other accounts, certificates of deposit, marketable securities, other investments, safe deposit boxes, lock boxes and safes of each of the Acquired Companies, and the names of all officers, employees or other individuals who have access thereto or are authorized to make withdrawals therefrom or dispositions thereof.
Financial and Corporate Records. Seller’s books and records are and have been properly prepared and maintained in accordance with GAAP and, except as set forth on Schedule 4.3, are accurate and complete in all material respects.
Financial and Corporate Records. 6 3.5 Assets..........................................................................................7 3.6 Obligations.....................................................................................7 3.7 Operations Since September 30, 1999.............................................................8 3.8
Financial and Corporate Records. The books and records of each of the Acquiring Companies are and have been properly prepared and maintained in form and substance adequate for preparing audited financial statements in accordance with GAAP, and such books and records fairly and accurately reflect in all material respects all of the Assets and Obligations of each of the Acquiring Companies and all Contracts and other transactions to which each of the Acquiring Companies is or was a party or by which each of the Acquiring Companies or the business or Assets of each of the Acquiring Companies is or was affected. Accurate and complete copies of the contents of the minute books and stock books of each of the Acquiring Companies have been made available to HealthAxis. Such minute books and stock books include (a) minutes of all meetings of the HAI Shareholders, board of directors and any committees of the board of directors at which any material action was taken, which minutes accurately record all material actions taken at such meetings, (b) accurate and complete written statements of all actions taken by the HAI Shareholders, board of directors and any committees of the board of directors without a meeting, and (c) accurate and complete records of the subscription, issuance, transfer and cancellation of all shares of capital stock, and all other securities since the date of incorporation or formation.
Financial and Corporate Records. The books and records of each of the Borrower Companies are and have been properly prepared and maintained in form and substance adequate for preparing audited financial statements in accordance with GAAP, and such books and records fairly and accurately reflect in all material respects the financial condition and all of the Assets and Financial Obligations of each of the Borrower Companies and all Contracts and other transactions to which each of the Borrower Companies is or was a party or by which each of the Borrower Companies or the business or Assets of each of the Borrower Companies is or was affected. All of the Company’s filings with the Securities and Exchange Commission are true, complete and correct, were prepared in accordance with GAAP, are in full compliance with all applicable laws, and do not contain any untrue statement of material fact, or omit to state any material fact that is necessary to make the statements made, in light of the circumstances under which they are made, not false or misleading in any respect.
Financial and Corporate Records. The books and records of Portfolio are and have been prepared and maintained in form and substance adequate for preparing audited financial statements in accordance with GAAP, and such books and records fairly and accurately reflect in all material respects all of the material Assets and Obligations of Portfolio and all material Contracts and other material transactions to which Portfolio is or was a party or by which Portfolio or the business or Assets of Portfolio is or was affected.
Financial and Corporate Records. Seller's books and records pertaining to the Division and its business are and have been properly prepared and maintained in form and substance adequate for preparing audited financial statements in accordance with GAAP, and fairly and accurately reflect in all material respect all Assets and Obligations of the Division's business and all Contracts and transactions to which Seller is or was a party that relate exclusively to the Division or by which any of the Assumed Assets are or were affected and which relate or pertain to the Division.
