Common use of Records of the Company Clause in Contracts

Records of the Company. The copies of the Articles of Incorporation, Bylaws, and other documents and agreements of the Company which were provided to Medical Manager are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to Medical Manager for review were correct and complete 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 shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since incorporation. 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 are substantially complete and fairly, fully and accurately reflect all matters contained therein. The stock ledgers of the Company, as previously made available to Medical Manager, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medical Manager Corp)

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Records of the Company. The copies of the Articles of Incorporation, Bylaws, and other documents and agreements of the Company which were provided to Medical Manager ViaSource are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to Medical Manager 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 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 incorporation. 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 are substantially complete and fairly, fully and accurately reflect all matters contained therein. The stock ledgers of the Company, as previously made available to Medical ManagerViaSource, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Viasource Communications Inc)

Records of the Company. The copies of the Articles of Incorporation, Bylaws, and other documents and agreements of the Company which were provided to Medical Manager ViaSource are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to Medical Manager ViaSource for review were correct and complete in all material respects as of the date of such review, except as set forth in Schedule 5.6, 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 shareholders and and/or the board of directors (and any committees thereof) of the Company taken by written consent or at a meeting since incorporation. 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 are substantially complete and fairly, fully and accurately reflect all matters contained therein. The stock ledgers of the Company, as previously made available to Medical Manager, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.the

Appears in 1 contract

Samples: Merger Agreement (Viasource Communications Inc)

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Records of the Company. The copies of the Articles articles of Incorporationincorporation, Bylawsbylaws, and other documents and agreements of the Company which were provided to Medical Manager Buyer are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to Medical Manager 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 shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since incorporation. 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 are substantially complete and fairly, fully and accurately reflect all matters contained therein. The stock ledgers of the Company, as previously made available to Medical ManagerBuyer, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spectrafax Corp)

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