Common use of Controls and Procedures Clause in Contracts

Controls and Procedures. (a) Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), ▇▇▇▇▇ has been and is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (b) Each of the principal executive officer and the principal financial officer of ▇▇▇▇▇ (or each former principal executive officer and former principal financial officer of ▇▇▇▇▇, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the ▇▇▇▇▇ Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) ▇▇▇▇▇ has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, and (ii) disclosed, based on its most recent evaluation and knowledge, to its auditors and the audit committee of the ▇▇▇▇▇ Board (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (d) ▇▇▇▇▇ has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. ▇▇▇▇▇’▇ management, with the participation of ▇▇▇▇▇’▇ principal executive and financial officers, has completed an assessment of the effectiveness of ▇▇▇▇▇’▇ internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2008, and such assessment concluded that such internal controls were effective using the framework specified in ▇▇▇▇▇’▇ annual report on Form 10-K for the year ended December 31, 2008. To the knowledge of ▇▇▇▇▇, there is no reason to believe that its auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (e) No personal loan or other extension of credit by ▇▇▇▇▇ to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) since July 30, 2002.

Appears in 2 contracts

Sources: Merger Agreement (Schlumberger LTD /Nv/), Merger Agreement (Smith International Inc)

Controls and Procedures. (a) Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)Except as would not reasonably be expected to have a Moon Material Adverse Effect, ▇▇▇▇▇ has been and Moon is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (b) Each of the principal executive officer and the principal financial officer of ▇▇▇▇▇ Moon (or each former principal executive officer and former principal financial officer of ▇▇▇▇▇Moon, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the ▇▇▇▇▇ Moon Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) ▇▇▇▇▇ Moon has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as required by Rule 13a-15 promulgated under the Exchange Act, and (ii) disclosed, based on its most recent evaluation and knowledge, to its auditors and the audit committee of the ▇▇▇▇▇ Moon Board (A) any significant deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls control over financial reporting. (d) ▇▇▇▇▇ has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. ▇▇▇▇▇’▇ Moon’s management, with the participation of ▇▇▇▇▇’▇ Moon’s principal executive and financial officers, has completed an assessment of the effectiveness of ▇▇▇▇▇’▇ Moon’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20082016, and such assessment concluded that such internal controls were control was effective using based on the framework specified in ▇▇▇▇▇’▇ annual report on Form 10-K for Internal Control—Integrated Framework (2013 Framework) issued by the year ended December 31, 2008. To the knowledge Committee of ▇▇▇▇▇, there is no reason to believe that its auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 Sponsoring Organizations of the ▇▇▇▇▇▇▇▇-▇▇▇▇Act, without qualification, when next dueCommission (the COSO criteria). (e) No personal loan or other extension of credit by ▇▇▇▇▇ to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) since July 30, 2002.

Appears in 2 contracts

Sources: Business Combination Agreement (Chicago Bridge & Iron Co N V), Business Combination Agreement (McDermott International Inc)

Controls and Procedures. (a) Since Except as would not reasonably be expected to have a Comet Material Adverse Effect, Comet is in compliance with (i) the enactment applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), ▇▇▇▇▇ has been and is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (b) Each of the principal executive officer and the principal financial officer of ▇▇▇▇▇ Comet (or each former principal executive officer and former principal financial officer of ▇▇▇▇▇Comet, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the ▇▇▇▇▇ Comet Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) ▇▇▇▇▇ Comet has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as required by Rule 13a-15 promulgated under the Exchange Act, and (ii) disclosed, based on its most recent evaluation and knowledge, to its auditors and the audit committee of the ▇▇▇▇▇ Comet Supervisory Board (A) any significant deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls control over financial reporting. (d) ▇▇▇▇▇ has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. ▇▇▇▇▇’▇ Comet’s management, with the participation of ▇▇▇▇▇’▇ Comet’s principal executive and financial officers, has completed an assessment of the effectiveness of ▇▇▇▇▇’▇ Comet’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20082016, and such assessment concluded that such internal controls were control was effective using based on the framework specified in ▇▇▇▇▇’▇ annual report on Form 10-K for Internal Control—Integrated Framework (2013 Framework) issued by the year ended December 31, 2008. To the knowledge Committee of ▇▇▇▇▇, there is no reason to believe that its auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 Sponsoring Organizations of the ▇▇▇▇▇▇▇▇-▇▇▇▇Act, without qualification, when next dueCommission (the COSO criteria). (e) No personal loan or other extension of credit by ▇▇▇▇▇ to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) since July 30, 2002.

Appears in 2 contracts

Sources: Business Combination Agreement (Chicago Bridge & Iron Co N V), Business Combination Agreement (McDermott International Inc)

Controls and Procedures. (a) Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), ▇▇▇▇▇ Schlumberger has been and is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (b) Each of the principal executive officer and the principal financial officer of ▇▇▇▇▇ Schlumberger (or each former principal executive officer and former principal financial officer of ▇▇▇▇▇Schlumberger, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the ▇▇▇▇▇ Schlumberger Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) ▇▇▇▇▇ Schlumberger has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, and (ii) disclosed, based on its most recent evaluation and knowledge, to its auditors and the audit committee of the ▇▇▇▇▇ Schlumberger Board (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (d) ▇▇▇▇▇ Schlumberger has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. ▇▇▇▇▇’▇ Schlumberger’s management, with the participation of ▇▇▇▇▇’▇ Schlumberger’s principal executive and financial officers, has completed an assessment of the effectiveness of ▇▇▇▇▇’▇ Schlumberger’s internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20082014, and such assessment concluded that such internal controls were effective using the framework specified in ▇▇▇▇▇’▇ Schlumberger’s annual report on Form 10-K for the year ended December 31, 20082014. To the knowledge of ▇▇▇▇▇Schlumberger, there is no reason to believe that its auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (e) No personal loan or other extension of credit by ▇▇▇▇▇ Schlumberger to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) since July 30, 2002.

Appears in 2 contracts

Sources: Merger Agreement (Cameron International Corp), Merger Agreement (Schlumberger LTD /Nv/)

Controls and Procedures. (a) Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), ▇▇▇▇▇ Schlumberger has been and is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (b) Each of the principal executive officer and the principal financial officer of ▇▇▇▇▇ Schlumberger (or each former principal executive officer and former principal financial officer of ▇▇▇▇▇Schlumberger, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the ▇▇▇▇▇ Schlumberger Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) ▇▇▇▇▇ Schlumberger has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, and (ii) disclosed, based on its most recent evaluation and knowledge, to its auditors and the audit committee of the ▇▇▇▇▇ Schlumberger Board (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (d) ▇▇▇▇▇ Schlumberger has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. ▇▇▇▇▇’▇ Schlumberger’s management, with the participation of ▇▇▇▇▇’▇ Schlumberger’s principal executive and financial officers, has completed an assessment of the effectiveness of ▇▇▇▇▇’▇ Schlumberger’s internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20082009, and such assessment concluded that such internal controls were effective using the framework specified in ▇▇▇▇▇’▇ Schlumberger’s annual report on Form 10-K for the year ended December 31, 20082009. To the knowledge of ▇▇▇▇▇Schlumberger, there is no reason to believe that its auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (e) No personal loan or other extension of credit by ▇▇▇▇▇ Schlumberger to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) since July 30, 2002.

Appears in 2 contracts

Sources: Merger Agreement (Schlumberger LTD /Nv/), Merger Agreement (Smith International Inc)

Controls and Procedures. (a) Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), ▇▇▇▇▇ Cameron has been and is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (b) Each of the principal executive officer and the principal financial officer of ▇▇▇▇▇ Cameron (or each former principal executive officer and former principal financial officer of ▇▇▇▇▇Cameron, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the ▇▇▇▇▇ Cameron Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) ▇▇▇▇▇ Cameron has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, and (ii) disclosed, based on its most recent evaluation and knowledge, to its auditors and the audit committee of the ▇▇▇▇▇ Cameron Board (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (d) ▇▇▇▇▇ Cameron has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. ▇▇▇▇▇’▇ Cameron’s management, with the participation of ▇▇▇▇▇’▇ Cameron’s principal executive and financial officers, has completed an assessment of the effectiveness of ▇▇▇▇▇’▇ Cameron’s internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20082014, and such assessment concluded that such internal controls were effective using the framework specified in ▇▇▇▇▇’▇ Cameron’s annual report on Form 10-K for the year ended December 31, 20082014. To the knowledge of ▇▇▇▇▇Cameron, there is no reason to believe that its auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (e) No personal loan or other extension of credit by ▇▇▇▇▇ Cameron to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) since July 30, 2002.

Appears in 2 contracts

Sources: Merger Agreement (Cameron International Corp), Merger Agreement (Schlumberger LTD /Nv/)