Records and Filings Sample Clauses

Records and Filings. 29.1 The register of members and other statutory books and registers of each Group Company have been properly kept and no notice or allegation that any of the same is incorrect or should be rectified has been received by any Group Company. 29.2 All returns and particulars, resolutions and other documents required to be filed with or delivered to the Registrar of Companies pursuant to the Companies Acts or any analogous registry or authority in each Group Company's relevant jurisdiction of incorporation have been properly and correctly made up and duly filed or delivered by or on behalf of each Group Company, except for those that have been rectified or resubmitted without material cost or liability, or filed or delivered without material delay. 29.3 All returns and particulars, resolutions and other documents required to be filed with or delivered or notified to the LSE and/or Nasdaq (or other relevant company or securities registry or regulatory authority) pursuant to the Market Rules (or other applicable laws) have been properly and correctly made up and duly filed or delivered by or on behalf of each Group Company, except for those that have been rectified or corrected without material cost or liability. 29.4 All information required to be announced by the Company through a Regulatory Information Service or otherwise pursuant to the Market Rules has been so announced and all such information is true and accurate in all material respects and not misleading. 29.5 Since 1 January 2021, the Company has filed all SEC Reports on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. 29.6 As of their respective dates, the SEC Reports complied in all material respects with the requirements of the US Exchange Act and, in each case, to the rules promulgated thereunder, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 29.7 All information which has been prepared by the Group relating to the Group and its business, properties and liabilities and provided to the Bookrunner including all financial, marketing, sales and operational information provided to the Bookrunner is, as of the date of such information, true and co...
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Records and Filings. 30.1 The register of members and other statutory books and the register of members of each Group Company have been properly kept and no notice or allegation that any of the same is incorrect or should be rectified has been received. 30.2 All returns and particulars, resolutions and other documents required to be filed with or delivered to the Registrar of Companies or any analogous registry or authority in each Group Company’s relevant jurisdiction of incorporation have been properly and correctly made up and duly filed or delivered by or on behalf of each Group Company.
Sample 1
Records and Filings. (a) Except as set forth on Schedule 4.4(a), all statutory books, minute books and registers of each Group Company have been properly kept in all material respects, are written and up to date in all material respects and contain a true, complete and accurate record of all material matters which should be contained therein. To the Company’s Knowledge, no notice or allegation has been received by any Group Company that any such books or registers are incorrect or should be rectified. All such books and registers are in the possession of or under the control of a Group Company. (b) Except as set forth on Schedule 4.4(b), all returns, particulars, resolutions and other documents that a Group Company is required by law to file with or deliver to any Governmental Entity have been properly prepared in all material respects and filed and were true, complete and accurate in all material respects.
Sample 1
Records and Filings. (1) Prior to or promptly upon Closing, each of the Company, 241, 905, 840 and EC Canada shall ensure that all requisite documents, notices and other filings, including in respect of their respective corporate records and minute books and all public corporate and securities filings required by law, to reflect the resignation of the Vendor as a director and/or officer thereof shall have been completed and filed with all applicable Governmental Authorities. (2) Without limiting the generality of Section 4.1(2), at or prior to the date hereof, each of the Company, 241, 905, 840 and EC Canada shall duly complete and sign: (a) Business Corporations Act (Ontario) Form 1’s for 241 and EC Canada; (b) Canada Business Corporations Act Form 6’s for 905 and 840; and (c) applicable corporate, securities and stock exchange filings for the Company, and in the case of the forms required by Sections 4.2(2)(a) and 4.2(2)(b), deliver same to the Vendor upon Closing authorizing and allowing the Vendor to have same filed with the applicable Governmental Authority, and the Vendor shall promptly file same and provide evidence of same, and in the case of the forms required by Section 4.2(2)(c), promptly file same with the applicable Governmental Authority upon Closing and provide evidence of same.
Sample 1
Records and Filings. (a) The register of members and other statutory books and the register of members of each Group Company have been properly kept and no notice or allegation that any of the same is incorrect or should be rectified has been received. (b) All returns and particulars, resolutions and other documents required to be filed with or delivered to the Registrar of Companies or any analogous registry or authority in each Group Company’s relevant jurisdiction of incorporation have been properly and correctly made up and duly filed or delivered by or on behalf of each Group Company. (c) The facts set out in the recitals to this Agreement are true and accurate in all respects.
Sample 1
Records and Filings 
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Related to Records and Filings

  • Records and Files The CNA shall maintain records, reports, and files to document the inspections conducted by the CNA and any necessary corrective action taken (as appropriate). Copies of all QCP related inspection reports and other documents shall be made available to the Commission when requested. All such documents shall be maintained by the CNA.

  • Records and Reports The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document the following: (1) The number and work hours of minority and non- minority group members and women employed in each work classification on the project; (2) The progress and efforts being made in cooperation with unions, when applicable, to increase employment opportunities for minorities and women; and (3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women; b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project, indicating the number of minority, women, and non-minority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July.

  • Reports and Filings Assist in the preparation of (but not pay for) all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Funds and Fund shares, or to meet other regulatory or tax requirements applicable to the Fund , under federal and state securities and tax laws.

  • Books Records and Reports The Contractor shall establish and maintain accounts and other books and records 7 pertaining to administration of the terms and conditions of this Settlement Contract, including: 8 the Contractor's financial transactions, water supply data, and Project land and right-of-way 9 agreements; the water users' land-use (crop census), land ownership, land-leasing and water use 10 data; and other matters that the Contracting Officer may require. Reports thereon shall be 11 furnished to the Contracting Officer in such form and on such date or dates as the Contracting 12 Officer may require. Subject to applicable Federal laws and regulations, each party to this 13 Settlement Contract shall have the right during office hours to examine and make copies of each 14 other’s books and official records relating to matters covered by this Settlement Contract.

  • Inspection of Records and Reports Every Trustee shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. No Shareholder shall have any right to inspect any account, book or document of the Trust that is not publicly available, except as conferred by the Trustees. The books and records of the Trust may be kept at such place or places as the Board of Trustees may from time to time determine, except as otherwise required by law.

  • RECORDS AND FINANCIAL STATEMENTS The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent auditors and shall provide such officers and auditors with the reports and other information that the Company so requests.

  • Other Reports and Filings Promptly after the filing or delivery thereof, copies of all financial information, proxy materials and reports, if any, which the Borrower or any of its Subsidiaries shall publicly file with the Securities and Exchange Commission or any successor thereto (the "SEC") or deliver to holders (or any trustee, agent or other representative therefor) of its material Indebtedness pursuant to the terms of the documentation governing such Indebtedness.

  • ACCESS TO RECORDS AND REPORTS The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.

  • Records, Audits and Reports The Company shall maintain at its principal office the Company’s records and accounts of all operations and expenditures of the Company including the following: 9.1 A current list in alphabetical order of the full name and last known business or resident address of the Member, together with the Capital Contribution and the share in profits and losses of the Member; 9.2 A copy of the Certificate of Formation and all amendments thereto, together with any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto were executed; 9.3 Copies of the Company’s Federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years; 9.4 Copies of this Agreement and any amendments thereto together with any powers of attorney pursuant to which any written accounting or any amendments thereto were executed; 9.5 Copies of any financial statements of the Company, if any, for the six most recent years; and 9.6 The Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four fiscal years.

  • Books, Records and Financial Statements (a) The Company shall at all times maintain, at its principal place of business, separate books of account for the Company and its Subsidiaries that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the operation of the Company and its Subsidiaries in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and the Articles, shall at all times be maintained at the principal place of business of the Company and shall be open to inspection and examination at reasonable times by each Member and its duly authorized representatives for any purpose reasonably related to such Member's interest in the Company. (b) The Officers shall prepare and maintain, or cause to be prepared and maintained, the books of account of the Company and its Subsidiaries. The following financial information, prepared in accordance with GAAP and applied on a basis consistent with prior periods, which shall be audited and certified to by an independent certified public accountant, shall be transmitted by the Company to each Member as soon as reasonably practicable and in no event later than sixty days after the close of each Fiscal Year: (i) the consolidated balance sheet of the Company as of the beginning and close of such Fiscal Year; (ii) the consolidated statement of Profits and Losses for such Fiscal Year; (iii) a statement of each Member's Capital Account as of the close of such Fiscal Year, and changes therein during such Fiscal Year; (iv) a consolidated statement of the Company's cash flows during such Fiscal Year; and (v) a statement indicating such Member's share of each item of Company income, gain, loss, deduction or credit for such Fiscal Year for income tax purposes, which statement shall include or consist of a Schedule K-1 to the Company's Internal Revenue Service Form 1065 (or any corresponding schedule to any successor form) for such Fiscal Year. (c) Within thirty days after the end of each fiscal quarter, the Company shall prepare and provide to each Member an unaudited consolidated balance sheet of the Company with respect to such quarter, a consolidated statement of the profits and losses of the Company for such quarter and a consolidated statement of cash flows during such quarter, each of which shall be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and certified by the chief financial officer of the Company. (d) During the term of this Agreement (subject to applicable law and Section 15.10), the Company shall, and shall cause its Subsidiaries and officers, directors, employees, auditors and agents to, afford the officers, employees and agents of each of the other parties hereto and their respective Affiliates reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plans and other facilities, books and records, and shall furnish such Persons with all financial, operating and other data and information as may be reasonably requested.

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