Common use of Financial, Corporate and Other Records Clause in Contracts

Financial, Corporate and Other Records. 3.5.1 Except as set forth on Schedule 3.5.1, the books and records of each WCG Company 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 (i) all of the Assets and Obligations of each WCG Company and (ii) all of the Contracts and other transactions to which each WCG Company is or was a party or by which each WCG Company or the Business or Assets of each WCG Company is or was affected. 3.5.2 Accurate and complete copies of the contents of the minute books and stock books of each WCG Company have been delivered to Providence. Such minute books and stock books include (i) minutes of all meetings of all equity owners, 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; (ii) accurate and complete written statements of all actions taken by equity owners, board of directors and any committees of the board of directors without a meeting; and (iii) accurate and complete records of the subscription, issuance, transfer and cancellation of all equity interests and all other securities since the date of incorporation or formation. 3.5.3 Set forth on Schedule 3.5.3 is a list of all bank accounts, other accounts, certificates of deposit, marketable securities, other investments, safe deposit boxes, lock boxes and safes of each WCG Company, and the names of all officers, employees or other individuals who have access thereto or are authorized to make withdrawals therefrom or dispositions thereof. 3.5.4 Without in any way limiting the foregoing, all books and records of each WCG Company (including medical records and case notes of any nature, recruiting records and client files of any nature) are true, accurate and complete in all material respects and have been prepared and maintained in accordance with all applicable Laws (including any record-keeping, inventory and other requirements and regulations of any Government Body or Government Program).

Financial, Corporate and Other Records. 3.5.1 3.4.1 Except as set forth described on Schedule 3.5.13.4, the financial books and records of each WCG the Company 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 (i) all of the Assets and Obligations of each WCG the Company and (ii) all of the Contracts and other transactions to which each WCG the Company is or was a party or by which each WCG the Company or the Business or Assets of each WCG the Company is or was affected. 3.5.2 3.4.2 Accurate and complete copies of the contents of the minute books and stock books of each WCG the Company have has been delivered to ProvidenceBuyer. Such minute books and stock books include (i) minutes of all meetings of all equity owners, 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; , (ii) accurate and complete written statements of all actions taken by equity owners, board of directors and any committees of the board of directors without a meeting; meeting and (iii) accurate and complete records of the subscription, issuance, transfer and cancellation of all equity interests and all other securities since the date of incorporation or formation. 3.5.3 Set forth on 3.4.3 Schedule 3.5.3 is a 3.4 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 WCG the Company, and the names of all officers, employees or other individuals who have access thereto or are authorized to make withdrawals therefrom or dispositions thereof. 3.5.4 3.4.4 Without in any way limiting the foregoing, except as described on Schedule 3.4, all books and records of each WCG the Company (including medical billing records and case tutor’s notes of any nature, recruiting records and client files of any nature) are true, accurate and complete in all material respects and have been prepared and maintained in accordance with all applicable Laws (including any record-keeping, inventory keeping and other requirements and regulations of schools, school districts, any federal, state or local agency and any other Government Body including a Government Body regulating Medicaid and/or education (state or Government Programfederal)).

Financial, Corporate and Other Records. 3.5.1 3.4.1 Except as set forth described on Schedule 3.5.13.4, the financial books and records of each WCG Company of the AlphaCare Companies 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 (i) all of the Assets and Obligations of each WCG Company of the AlphaCare Companies and (ii) all of the Contracts and other transactions to which each WCG Company is the AlphaCare Companies are or was were a party or by which each WCG Company the AlphaCare Companies or the Business or Assets of each WCG Company is the AlphaCare Companies are or was were affected. 3.5.2 3.4.2 Accurate and complete copies of the contents of the minute books and stock books of each WCG Company of the AlphaCare Companies have been delivered to ProvidenceBuyer. Such minute books and stock books include (i) minutes of all meetings of all equity owners, 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; , (ii) accurate and complete written statements of all actions taken by equity owners, board of directors and any committees of the board of directors without a meeting; meeting and (iii) accurate and complete records of the subscription, issuance, transfer and cancellation of all equity interests and all other securities since the date of incorporation or formation. 3.5.3 Set forth on 3.4.3 Schedule 3.5.3 is a 3.4 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 WCG Companyof the AlphaCare 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. 3.5.4 3.4.4 Without in any way limiting the foregoing, except as described on Schedule 3.4, all books and records of each WCG Company of the AlphaCare Companies (including medical records and case notes of any nature, recruiting records and client files of any nature) are true, accurate and complete in all material respects and have been prepared and maintained in accordance with all applicable Laws (including any record-keeping, inventory and other requirements and regulations of the Federal Drug Administration, the Federal Drug Enforcement Agency, any federal or state pharmacy boards and any other Government Body including a Government Body regulating Medicaid (state or Government Programfederal)).

Financial, Corporate and Other Records. 3.5.1 3.4.1 Except as set forth described on Schedule 3.5.13.4, the financial books and records of each WCG the Company 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 (i) all of the Assets and Obligations of each WCG the Company and (ii) all of the Contracts and other transactions to which each WCG the Company is or was a party or by which each WCG the Company or the Business or Assets of each WCG the Company is or was affected. 3.5.2 3.4.2 Accurate and complete copies of the contents of the minute books and stock books equity ledger of each WCG the Company have been delivered to ProvidenceBuyer. Such minute books and stock books equity ledger include (i) minutes of all meetings of all equity owners, 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; , (ii) accurate and complete written statements of all actions taken by equity owners, board of directors and any committees of the board of directors without a meeting; meeting and (iii) accurate and complete records of the subscription, issuance, transfer and cancellation of all equity interests and all other securities since the date of incorporation or formation. 3.5.3 Set forth on 3.4.3 Schedule 3.5.3 is a 3.4 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 WCG the Company, and the names of all officers, employees or other individuals who have access thereto or are authorized to make withdrawals therefrom or dispositions thereof. 3.5.4 3.4.4 Without in any way limiting the foregoing, except as described on Schedule 3.4, all books and records of each WCG the Company (including medical billing records and case notes of any nature, recruiting records and client files of any nature) are true, accurate and complete in all material respects and have been prepared and maintained in accordance with all applicable Laws (including any record-keeping, inventory keeping and other requirements and regulations of any federal, state or local agency and any other Government Body including a Government Body regulating Medicaid and/or education (state or Government Programfederal)).