Common use of Records of the Companies Clause in Contracts

Records of the Companies. The copies of the organizational documents of each of the Companies which were provided to Buyer are true, accurate and complete in all material respects and reflect all amendments made through the date of this Agreement. The minute books for each of the Companies made available to Buyer for review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, such minute books contain the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholder, directors, managers or members (and any committees thereof), as the case may be, of each of the Companies taken by written consent or at a meeting since incorporation. All material corporate actions taken by each of the Companies have been duly authorized or ratified. All accounts, books, ledgers and official and other records of each Company have been fully, properly and accurately kept and completed in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The ledgers of each Company, as previously made available to Buyer, contain accurate and complete records of all issuances, transfers and cancellations of equity securities of such Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cornerworld Corp), Unit Purchase Agreement (Cornerworld Corp)

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Records of the Companies. The copies of the organizational Articles of Incorporation, Bylaws, and other documents and agreements of each of the Companies Company which were provided to Buyer ViaSource are true, accurate and complete in all material respects and reflect all amendments made through the date of this Agreement. The minute books for each of the Companies Company made available to Buyer ViaSource for review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this AgreementAgreement (except for the adoption of such resolutions by the directors and/or Shareholders of each Company as shall be necessary for the authorization of this Agreement and the transactions contemplated herein), such minute books contain the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholder, directors, managers or members shareholders and directors (and any committees thereof), as the case may be, ) of each of the Companies Company taken by written consent or at a meeting since incorporation. All material corporate actions taken by each of the Companies Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of each Company have been fullyare substantially complete and fairly, properly fully and accurately kept and completed in reflect all material respects, and there are no material inaccuracies or discrepancies of any kind matters contained therein. The stock ledgers of each Company, as previously made available to BuyerViaSource, contain accurate and complete records of all issuances, transfers and cancellations of equity securities shares of the capital stock of each such Company.

Appears in 1 contract

Samples: 12 Asset Purchase Agreement (Viasource Communications Inc)

Records of the Companies. The copies of the organizational documents Articles of each Incorporation and Bylaws of the Companies which were provided to Buyer are Kellxxxxx xxx true, accurate and complete in all material respects and reflect all amendments made through the date of this Agreement. The minute books for each of the Companies made available to Buyer for Kellxxxxx xxx review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, such minute books contain the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholder, directors, managers or members shareholders and directors (and any committees thereof), as the case may be, ) of each of the Companies taken by written consent or at a meeting since incorporation. All material corporate actions taken by each of the Companies have been duly authorized or ratified. All accounts, books, ledgers and official and other records of each Company of the Companies have been fully, properly and accurately kept and completed in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of each Companyof the Companies, as previously made available to BuyerKellxxxxx, contain xxntain accurate and complete records of all issuances, transfers and cancellations of equity securities shares of such Companythe capital stock of each of the Companies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kellstrom Industries Inc)

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Records of the Companies. The copies of the organizational documents Articles of Incorporation and Bylaws of each of the Companies which were provided to Buyer Republic are true, accurate accurate, and complete in all material respects and reflect all amendments made through the date of this Agreement. The minute books for each of the Companies made available to Buyer Republic for review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, such minute books contain the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholder, directors, managers or members shareholders and directors (and any committees thereof), as the case may be, of each ) of the Companies taken by written consent or at a meeting since incorporation. All material corporate actions taken by each of the Companies have been duly authorized or ratified. All accounts, corporate books, corporate ledgers and official and other corporate records of each Company the Companies have been fully, properly and accurately kept and completed in all material respectsare complete, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of each Companythe Companies, as previously made available to BuyerRepublic, contain accurate and complete records of all issuances, transfers and cancellations of equity securities shares of such Companythe capital stock of the Companies.

Appears in 1 contract

Samples: Merger Agreement (Republic Industries Inc)

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