Common use of Financial and Corporate Records Clause in Contracts

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. The books and records of each of the Acquired 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 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 NCOEmergent and Newco. 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. The books and records of each of the Acquired Companies and Insurdata Incorporated ("Insurdata Inc.") 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 Acquired Companies (including Insurdata Inc.) and all Contracts and other transactions to which each of the Acquired Companies (including Insurdata Inc.) is or was a party or by which each of the Acquired Companies (including Insurdata Inc.) or the business or Assets of each of the Acquired Companies (including Insurdata Inc.) is or was affected. Accurate and complete copies of the contents of the minute books and stock books of each of the Acquired Companies (including Insurdata Inc.) have been made available to NCOProvident and Newco. Such minute books and stock books include (a) minutes of all meetings of the shareholdersHealthAxis 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 shareholdersHealthAxis 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 includes accurate and complete list copies of all bank accounts, other accounts, certificates of deposit, marketable securities, other investments, safe deposit boxes, lock boxes and safes unaudited pro-forma selected consolidated financial information of each of HealthAxis and Insurdata (which merged with and into HealthAxis on January 7, 2000) as of and for the Acquired Companiesnine months ended September 30, 1999. These financial statements were prepared in accordance with GAAP except as described on Schedule 3.4, and all adjustments that are necessary for a fair presentation thereof (consisting only of normal recurring adjustments) have been made. Except as set forth on Schedule 3.4, the names financial statements fairly present, in accordance with the applicable requirements of all officersGAAP, employees or other individuals who have access thereto or are authorized to make withdrawals therefrom or dispositions thereofthe consolidated financial position of HealthAxis and Insurdata Inc. as of September 30, 1999.

Financial and Corporate Records. The (a) Except as set forth in Schedule 4.4, the books and records of each of the Acquired Companies are and and, since January 1, 2002 have been 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 (i) all of the Assets and Obligations of each of the Acquired Companies and (ii) all of the Contracts and other transactions to which each any of the Acquired Companies is or was a party or by which each any of the Acquired Companies or the business or Assets of each any of the Acquired Companies is or was affected. . (b) Accurate and complete copies of the contents of the minute books and stock books of maintained by each of the Acquired Companies have been made available delivered to NCOGSI. Such minute books and stock books include (ai) minutes of all meetings occurring after the Formation Date of such Acquired Company of the shareholdersstockholders, 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, (bii) accurate and complete written statements of all material actions taken after the Formation Date of such Acquired Company by the shareholdersstockholders, board of directors and any committees of the board of directors without a meeting, and (ciii) accurate and complete records after the Formation Date of such Acquired Company of the subscription, issuance, transfer and cancellation of all shares of capital stock, stock and all other securities since the date of incorporation or formationincorporation. None To the Knowledge of Company, none of the shareholdersstockholders, board of directors or any committee of the board or members of directors of any Acquired Company 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 (ai) and (bii) of the preceding sentence. . (c) Schedule 3.4 is 4.4 contains an accurate and complete list of all of the 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 (a) Except as set forth in Schedule 4.4, Xxxxxxxx’ books and records of each of the Acquired 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 (i) all material respects of Xxxxxxxx’ Assets and Obligations and (ii) 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 Xxxxxxxx is or was a party or by which each of the Acquired Companies Xxxxxxxx or the business or Assets of each of the Acquired Companies Xxxxxxxx is or was affected. . (b) Accurate and complete copies of the contents of the Xxxxxxxx’ minute books and stock books of each of the Acquired Companies have been delivered or made available to NCOIntriCon. Such minute books and stock books include (ai) minutes of all meetings of the shareholders, members, partners, 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, (bii) accurate and complete written statements of all actions taken by the shareholders, members, partners, board of directors and any committees of the board of directors without a meeting, and (ciii) accurate and complete records of the subscription, issuance, transfer and cancellation of all shares of capital stock, stock and all other securities since the date of incorporation or formation. None incorporation. (c) Xxxxxxxx maintains internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and to provide a reasonable level of assurance for a company of Xxxxxxxx’ size and type, that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the shareholdersfinancial statements of Xxxxxxxx and to maintain accountability for its Assets, board (iii) access to Xxxxxxxx’ Assets is permitted only in accordance with management’s authorization, (iv) the reporting 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) Xxxxxxxx’ Assets is compared with existing Assets at regular intervals, and (bv) of accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the preceding sentence other than those actions reflected in the records referenced in clauses collection thereof on a current and timely basis. (ad) and (b) of the preceding sentence. Schedule 3.4 is 4.4 contains an accurate and complete list of all of Xxxxxxxx’ bank accounts, other accounts, certificates of deposit, marketable securities, other investments, safe deposit boxes, lock boxes and safes of each of the Acquired Companiessafes, 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 and records of each of the Acquired 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 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 delivered to NCOAcquiror and Newco. 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, members, board of directors and any committees of the board of directors or members without a meeting, and (c) accurate and complete records of the subscription, issuance, transfer and cancellation of all shares of capital stock, stock or other interests and all other securities since the date of incorporation or formation, except with respect to the Company, in which case the stock records are held and maintained by the Company's transfer agent. None of the shareholders, members, 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. The (a) Each Acquired Company's books and records of each of the Acquired 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 (i) all of the Assets and Obligations of each such Acquired Company and (ii) all of the Acquired Companies and all Contracts and other transactions to which each of the such Acquired Companies Company is or was a party or by which each of the such Acquired Companies Company or the business or Assets of each of the such Acquired Companies Company is or was affected. Accurate . (b) Except as set forth on SCHEDULE 3.4(b), accurate and complete copies of the contents of the minute books and stock of each Acquired Company have been delivered to Buyer. Except as set forth on SCHEDULE 3.4(b), such minute books of each of the Acquired Companies have been made available to NCO. Such minute books and stock books include Company include, for such Acquired Company (ai) minutes of all meetings of the its shareholders, board of directors and any committees of the board of directors at which any material action was taken, which taken and such minutes accurately record all material actions taken at such meetings, and (bii) accurate and complete written statements of all actions taken by the its 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 of directors of any Acquired Company 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 of such Acquired Company referenced in clauses (ai) and (bii) of the preceding sentencesentence or in the documents reflected in SCHEDULE 3.4(b). Schedule 3.4 is Upon Seller's delivery to Buyer of the documents set forth in SCHEDULE 3.4(b) (or ratification thereof) in accordance with Section 5.1, SCHEDULE 3.4(b) shall no longer be deemed an exception to the representations and warranties set forth in this Section 3.4(b). (c) SCHEDULE 3.4(c) contains an accurate and complete list of all each Acquired Company's bank accounts, other accounts, certificates of deposit, marketable securities, other investments, safe deposit boxes, lock boxes and safes of each of the Acquired Companiessafes, and the names of all officers, employees or other individuals who have access thereto or are authorized to make withdrawals therefrom or dispositions thereof.