MINUTE AND STOCK BOOKS; RECORDS Sample Clauses

MINUTE AND STOCK BOOKS; RECORDS. The respective minute books of ERC, the LLC and each of the Subsidiaries made available to Purchaser contain accurate records of all meetings held and reflect all other material corporate or similar actions of the respective shareholders, directors, partners and members (and committees thereof). The copies of the corporate charter, bylaws, limited liability company agreement and certificate which are contained in or kept with said minute books are true, complete and correct and contain all amendments thereto duly adopted and in force. The stock transfer ledger maintained by ERC and made available to Purchaser is complete and accurate. The respective stock or other interests transfer records maintained by LLC and each of the Subsidiaries and made available to Purchaser are complete and accurately disclose all issuances and transfers of stock or other interest of the LLC and each of the Subsidiaries.
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MINUTE AND STOCK BOOKS; RECORDS. 22 3.10 Absence of Undisclosed Material Liabilities....................22 3.11 Contracts......................................................22 3.12
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MINUTE AND STOCK BOOKS; RECORDS. The minute books of the Acquired Companies and PHC have been made available to EFI and contain accurate records of all meetings held and reflect all other material corporate or similar actions of the respective shareholders, directors, partners and members and committees thereof. The respective stock or other interests transfer records maintained by each of the Acquired Companies have been made available to EFI, are complete, and accurately disclose all issuances and transfers of stock or other ownership interests of each of such Acquired Companies.
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MINUTE AND STOCK BOOKS; RECORDS. The respective minute books of each of the Subject Entities and each of the Subject Subsidiaries contain true and correct copies all of the records of meetings and other corporate or similar actions of the respective shareholders, stockholders, directors, and members (and committees thereof) to the extent such records were prepared, as well as true and correct copies of the Articles of Incorporation and By-Laws for each Subject Entity or Subject Subsidiary that is a corporation and the Articles of Organization and Operating Agreement for each Subject Entity or Subject Subsidiary that is a limited liability company, in each case as amended to date. The respective stock or other interest transfer records maintained by each of the Subject Entities and each of the Subject Subsidiaries and made available to Vistana are complete and accurately disclose all issuances and transfers of stock or other interest of each of the Subject Entities and each of the Subject Subsidiaries. All other records maintained by each of the Subject Entities and each of the Subject Subsidiaries accurately reflect the information presented therein, including but not limited to records pertaining to bank accounts and safe deposit boxes. Except for records or information held by counsel to the Subject Entities or the Subject Subsidiary (other than those requested by counsel to the Vistana Entities), none of the Subject Entities and none of the Subject Subsidiaries has any of its records or information recorded, stored, maintained or held off its premises.
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MINUTE AND STOCK BOOKS; RECORDS. The respective minute books of PRG ------------------------------- and each of the Subsidiaries and Predecessor Entities made available to Signature contain all of the records of meetings and other corporate or similar actions of the respective shareholders, directors, partners and members (and committees thereof) to the extent such records were prepared. The Bylaws contained in or kept with said minute books are true, complete and correct copies of the Bylaws of PRG and each of the Subsidiaries and all amendments thereto duly adopted and in force. The stock transfer ledger maintained by PRG and made available to Signature is complete and accurate. The respective stock or other interests transfer records maintained by each of the Subsidiaries and made available to Signature are complete and accurately disclose all issuances and transfers of stock or other interest of each of the Subsidiaries. All other records maintained by PRG and each of the Subsidiaries and Predecessor Entities accurately reflect the information presented therein, including but not limited to records pertaining to bank accounts and safe deposit boxes. Except as set forth in Exhibit 3.9 ----------- attached hereto, none of PRG or any Subsidiary has any of its records or information recorded, stored, maintained or held off its premises.
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MINUTE AND STOCK BOOKS; RECORDS. The minute books of the Company and the Acquisition Subsidiary made available to Xxxxx contain the records of all meetings and other corporate actions of the shareholders and directors (and committees thereof) of the Company and the Acquisition Subsidiary and accurately and completely reflect all such actions. The Bylaws contained in or kept with said minute books are true, complete and correct copies of the Bylaws of the Company and the Acquisition Subsidiary and all amendments thereto duly adopted and in force. All other records maintained by the Company and the Acquisition Subsidiary including, but not limited to, records pertaining to bank accounts accurately reflect the information presented therein.
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MINUTE AND STOCK BOOKS; RECORDS. The minute books of ------------------------------- Handi-Pac made available to Buyer contain the records of all meetings and other corporate actions of the shareholders and directors (and committees thereof) and accurately and completely reflect all such actions. The Bylaws contained in or kept with said minute books are true, complete and correct copies of the Bylaws of Handi-Pac and all amendments thereto duly adopted and in force. The stock books maintained by Handi-Pac and made available to Buyer are complete and accurately disclose all issuances and transfers of stock of Handi-Pac. All other records
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MINUTE AND STOCK BOOKS; RECORDS. The minute books of the Company and the Acquisition Subsidiary made available to Patra contain the records of all mexxxxxs and other corporate actions of the shareholders and directors (and committees thereof) of the Company and the Acquisition Subsidiary and accurately and completely reflect all such actions. The Bylaws contained in or kept with said minute books are true, complete and correct copies of the Bylaws of the Company and the Acquisition Subsidiary and all amendments thereto duly adopted and in force. All other records maintained by the Company and the Acquisition Subsidiary including, but not limited to, records pertaining to bank accounts accurately reflect the information presented therein.
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Related to MINUTE AND STOCK BOOKS; RECORDS

  • Minute Books The minute books of the Company made available to Purchasers contain a complete summary of all meetings of directors and stockholders since the time of incorporation.

  • Company Books and Records During the term of the Company and for seven (7) years thereafter, the Company shall keep at its principal place of business, the following: · A current list of the name and last known address of each Member and Manager; · Copies of records that would enable a Member to determine the relative voting rights, if any, of the Members; · A copy of the Certificate of Formation, together with any amendments thereto; · Copies of the Company's federal, state, and local income tax returns, if any, for the seven (7) most recent years; · A copy of this Company Agreement and any amendments that are in writing, together with any amendments thereto; and · Copies of financial statements, if any, of the Company for the seven (7) most recent years. A Member may: · At the Member's own expense, inspect and copy any Company record upon reasonable request during ordinary business hours; and Tulsa Real Estate Fund, LLC 23 Company Agreement · Obtain from time to time upon reasonable demand: § True and complete information regarding the state of the business and financial condition of the Company; § Promptly after becoming available, a copy of the Company's federal, state, and local income tax returns, if any, for each year; and § Other information regarding the affairs of the Company as is just and reasonable. As stated above, a Member shall have the right, during ordinary business hours, to inspect and copy the Company documents listed above at the Member’s expense. But, the Member must give seven (7) days’ notice to the Manager of such Member’s intent to inspect and/or copy the documents, and may only inspect and copy such Company documents for a purpose reasonably related to the Member’s Interest in the Company as approved by the Manager. The Company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. The Company may elect, at its option, to provide the requested document electronically. To the extent allowed by law, the Manager shall honor requests of Members to keep their contact information confidential.

  • Corporate Books and Records The minute books of the Company contain accurate records of all meetings and accurately reflect all other actions taken by the stockholders, Board of Directors and all committees of the Board of Directors of the Company. Complete and accurate copies of all such minute books and of the stock register of the Company have been provided by the Company to the Buyer.

  • Offices, Records and Books of Account The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Receivables (and all original documents relating thereto) at the address of the Seller set forth in Section 7.02 of the Agreement or, upon 30 days’ prior written notice to the Administrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrative Agent to protect and perfect the interest in the Collateral have been taken and completed. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Offices, Records and Books of Account, Etc The Seller (i) shall keep its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Books, Records and Regulatory Filings (a) The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records.

  • Corporate Minute Books The corporate minute books of the Company are complete and the minutes and consents contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. All actions by the Company which required director or shareholder approval are reflected on the corporate minute books of the Company. The Company is not in violation or breach of, or in default with respect to, any term of its Articles of Incorporation or by-laws.

  • Keeping Books and Records The Borrower will maintain, and will cause each Subsidiary to maintain, proper books of record and account in which full, true, and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities.

  • Inspection of Books and Records The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and representatives of the Fund and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

  • Delivery of Books and Records Borrower will keep and maintain at all times at the Mortgaged Property or the Property Manager’s office, and upon Lender’s request will make available at the Mortgaged Property (or, at Borrower’s option, at the Property Manager’s office), complete and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property, in accordance with GAAP consistently applied (or such other method which is reasonably acceptable to Lender), and copies of all written contracts, Leases, and other instruments which affect the Mortgaged Property. The books, records, contracts, Leases and other instruments will be subject to examination and inspection by Lender at any reasonable time.

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