Organizational Documents; Books and Records. The Company has furnished to Purchaser a complete and correct copy of the certificate of incorporation and bylaws (or equivalent organizational documents) of the Company, in each case in full force and effect as of the date of this Agreement. The Company is not in material violation of any provision of its organizational documents. The Company has made available to Purchaser complete and correct copies of the books and records, including minute books, of the Company. The Asset Sellers have made available to Purchaser complete and correct copies of the books and records of the Asset Sellers to the extent reflecting the Purchased Assets or Assumed Liabilities or the operation of the Business.
Organizational Documents; Books and Records. (a) Each of Seller, Eagle Eye, Frost and Jaws has delivered to Purchaser accurate and complete copies of (i) its Certificate of Formation and Operating Agreement, including all amendments thereto, as presently in effect; (ii) all limited liability company or membership interest records of each of Seller, Eagle Eye, Frost and Jaws, including their respective limited liability company or membership interest ledgers (to the extent such ledgers exist) and copies of any limited liability company or membership interest certificates issued by Seller, Eagle Eye, Frost and Jaws; (iii) all existing minutes and other records of all meetings and other proceedings (including any actions taken by written consent or without a meeting) of the members, the board of directors or similar governing body (if applicable) and all committees of the board or similar governing body (if applicable) (collectively, the “Resolutions”); and (iv) all books of account and other financial records of Seller.
Organizational Documents; Books and Records. (a) The copies of the Organizational Documents of the Company made available to the Buyer are complete and correct and represent the presently effective Organizational Documents of the Company. The Company is not in violation of its Organizational Documents.
Organizational Documents; Books and Records. The organizational documents of the Group Companies are valid and all organizational documents required to be filed by each Group Company with the applicable Authorities in respect of the relevant jurisdiction in which such Group Company is incorporated have been properly filed in all material respects. Each Group Company has been in compliance with its organizational documents in all material respects, and none of the Group Companies have violated or breached any of their respective charter documents in any material respect. Each Group Company properly maintains its corporate records including without limitation (i) minutes of each meeting of its board of directors, any committees of its board of directors and its shareholders, and (ii) each written resolution in lieu of a meeting by its board of directors, any committees of its board of directors and its shareholders.
Organizational Documents; Books and Records. The Articles of Incorporation, By-laws, and stock books of Fabrica which have been furnished to Xxxxx are true and complete and contain all amendments thereto to date, and a record of all stock issuances and transfers (in the case of the stock books). Schedule 5.4 contains a true and complete list of all of the current officers and directors of Fabrica. Fabrica has maintained and kept its financial and accounting books and records current and such books and record accurately reflect and/or support the historical results of operations and the financial condition of Fabrica as set forth in the Financial Statements. The minutes and minute books of Fabrica supplied to Xxxxx contain all the minutes taken and resolutions passed by the stockholders and directors of Fabrica since its formation.
Organizational Documents; Books and Records. (a) The Company is not in violation of any of the provisions of its Organizational Documents, and, to the Knowledge of the Seller, no condition or circumstance exists that likely would (with or without notice or lapse of time) constitute or result in such a violation.
Organizational Documents; Books and Records. (a) The Company has made available to Natus a complete, updated (as amended) and correct copy of the Articles of Association of the Company. Such Articles of Association are in full force and effect. The Company is not in violation of any of the provisions of its Articles of Association.
Organizational Documents; Books and Records. The Company has made available to Purchaser copies of its Organizational Documents, as in effect on the date of this Agreement. The books of account, minute books, record books and other records, which have been provided to Purchaser, are complete and correct in all material respects.
Organizational Documents; Books and Records. The minute books and stock record books and other similar records of the Company and each Company Subsidiary have been provided to Parent or its counsel prior to the execution of this Agreement, and are complete and correct in all respects. Such minute books contain a true and complete record of all actions taken at all meetings and by all written consents in lieu of meetings of the stockholders, directors, committees of the Board of Directors of the Company and each Company Subsidiary from the date of the Company’s incorporation through the EXECUTION COPY date hereof. Neither the Company nor any Company Subsidiary is in violation of any provision of its certificate of incorporation or bylaws or equivalent organizational documents.
Organizational Documents; Books and Records. (a) The Company has delivered or made available to Purchaser accurate, correct and complete copies of (i) the Articles of Organization and Operating Agreements of the Company and its Subsidiaries, including all amendments thereto, as presently in effect; (ii) all ownership Interest/share records of the Company and its Subsidiaries, including any Interest/share ledgers; (iii) all minutes and other records of all meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the Interestholders, members, managing members and/or boards of directors of the Company and its Subsidiaries (collectively, the “Resolutions”).
