Common use of Records of the Company Clause in Contracts

Records of the Company. Copies of the articles of incorporation and by-laws of the Company have been provided to the Purchaser and such copies are true, accurate and substantially complete and reflect all amendments made through the Closing Date. Copies of the minute books for the Company have been provided or made available to the Purchaser and such copies are true, accurate and substantially complete, no further entries have been made through the Closing Date, 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 shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since the inception of the Company. All corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completed, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the Purchaser, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Records of the Company. Copies The copies of the articles of incorporation and by-laws bylaws of the Company have been which were provided to the Purchaser and such copies USE are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or made available to USE for review were correct and complete in all material respects as of the Purchaser and date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate 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 shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since the inception of the Companyincorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the PurchaserUSE, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Records of the Company. Copies The copies of the articles of incorporation and by-laws bylaws of the Company have been which were provided to the Purchaser and such copies AVS are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or made available to AVS for review were correct and complete in all material respects as of the Purchaser and date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate 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 shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since the inception of the Companyincorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the PurchaserAVS, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Records of the Company. Copies The copies of the articles of incorporation and by-laws bylaws of the Company have been which were provided to the Purchaser and such copies AVS are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or made available to AVS for review were correct and complete in all material respects as of the Purchaser and date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate 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 shareholders and directors (and any committees thereof) of the Company (consistent with companies of like size and character) taken by written consent or at a meeting since the inception of the Companyincorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All Except as reflected in Section 3.9, all accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the PurchaserAVS, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Records of the Company. Copies The Company has provided Parent with true, accurate and complete copies of the Company’s articles of incorporation and by-laws of the Company have been provided to the Purchaser bylaws, each as currently in effect, and such copies are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies The minute books of the minute books for the Company have been provided or made available to Parent for review were correct and complete in all material respects as of the Purchaser and date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate of this Agreement, such minute books contain contained 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 shareholders Company Shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since within the inception of the Companypast 10 years. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the PurchaserParent, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Records of the Company. Copies The copies of the articles of incorporation and by-laws bylaws of the Company have been and its subsidiaries which were provided to the Purchaser and such copies Republic are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or and its subsidiaries made available to Republic for review were correct and complete as of the Purchaser and date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate of this Agreement, such minute books contain the true signatures of the persons purporting to have signed themit, and such minute books contain an a substantially complete and accurate record of all material corporate actions of the shareholders and directors (and any committees thereof) of the Company and its subsidiaries taken by written consent or at a meeting since the inception of the Companyincorporation. All material corporate actions taken by the Company and its subsidiaries have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers ledger of the Company, as previously made available to the PurchaserRepublic, contain contains an accurate and complete records record of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Records of the Company. Copies The copies of the articles of incorporation organizational and by-laws operating documents of the Company have been provided to the Purchaser and such copies which are attached hereto as SCHEDULE 4.7 are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or made available to AESP for review were correct and complete in all material respects as of the Purchaser and date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate 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 shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since the inception of the Companyincorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the PurchaserAESP, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company, and is attached to SCHEDULE 4.7.

Records of the Company. Copies The copies of the respective articles of incorporation and by-laws bylaws of the Company have been which were provided to the Purchaser and such copies Republic are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or made available to Republic for review were correct and complete in all material respects as of the Purchaser and date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate 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 shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since the inception of the Companyincorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the PurchaserRepublic, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Records of the Company. Copies The copies of the articles Articles of incorporation Incorporation and by-laws of the Company Bylaws which have been provided to AESP as of the Purchaser and such copies date hereof are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or made available to AESP for review were correct and complete in all material respects as of the Purchaser and date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate 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 shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since the inception of the Companyincorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, books and ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, attached hereto as previously made available to the PurchaserSCHEDULE 3.7, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Records of the Company. Copies The copies of the articles of incorporation and by-laws bylaws of the Company have been which were provided to the Purchaser and such copies United are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or made available to United for review were correct and complete in all material respects as of the Purchaser and date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate 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 shareholders and directors (directors, and any committees thereof) , of the Company taken by written consent or at a meeting since the inception of the Companyincorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the PurchaserUnited, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Records of the Company. Copies The copies of the articles Articles of incorporation Organization and by-laws Operating Agreement (or equivalent organizational documents) of the Company have been provided made available to the Purchaser and such copies for review are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or made available to Purchaser for review were correct and complete in all material respects as of the Purchaser and date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate 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 shareholders and directors Members (and any committees thereof) of the Company taken by written consent or at a meeting since the inception of the Companyorganization. All corporate material actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the Purchaser, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock membership interests of the Company.

Records of the Company. Copies The copies of the articles of incorporation and by-laws bylaws of the Company have been which were provided to the Purchaser and such copies are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or made available to the Purchaser for review were correct and complete in all material respects as of the date of such copies are true, accurate and substantially completereview, no further entries have been made through the Closing Datedate of this Agreement, such minute books contain contained 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 shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since within the inception of the Companypast 10 years. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the Purchaser, contain accurate and complete records of all issuances, transfers reported to the Company and cancellations of shares of the capital stock of the Company.

Records of the Company. Copies The copies of the articles of incorporation ---------------------- and by-laws bylaws of the Company have been and its subsidiary which were provided to the Purchaser and such copies United are true, accurate and substantially complete and reflect all amendments made through the Closing Datedate of this Agreement. Copies of the The minute books for the Company have been provided or and its subsidiary made available to United for review were correct and complete in all material respects as of the Purchaser and date of such copies are truereview, accurate and substantially completeexcept as described in Schedule 3.7, no further entries have been made through the Closing Date, ------------ 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 shareholders and directors (and any committees thereof) of the Company and its subsidiary taken by written consent or at a meeting since the inception of the Companyincorporation. All material corporate actions taken by the Company and its subsidiary have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company and its subsidiary have been fully, properly and accurately kept and substantially completedcompleted in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The Except as set forth on Schedule 3.7, the stock ledgers of the CompanyCompany ------------ and its subsidiary, as previously made available to the PurchaserUnited, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the CompanyCompany and its subsidiary.