Common use of Financial Information Certifications Clause in Contracts

Financial Information Certifications. Xxxxxxxxx’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to WKKC as its Subsidiary. In order to enable the principal executive officer and principal financial officer of WKKC to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 following the Distribution in respect of any quarterly or annual fiscal period of WKKC that begins on or prior to the Distribution Date in respect of which financial statements are not included in the Form 10 (a “Straddle Period”), Kellanova, within a reasonable period of time following a written request from WKKC, shall provide WKKC with one (1) or more certifications with respect to such disclosure controls and procedures and the effectiveness thereof and whether there were any changes in the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the internal control over financial reporting, which certification(s) shall (a) be with respect to the applicable Straddle Period (it being understood that no certification need be provided with respect to any period or portion of any period after the Distribution Date) and (b) be in substantially the same form as those that had been provided by officers or employees of Kellanova in similar certifications delivered prior to the Distribution Date, with such changes thereto as Kellanova may reasonably determine. Such certification(s) shall be provided by Xxxxxxxxx (and not by any officer or employee in their individual capacity).

Appears in 3 contracts

Samples: Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (Kellanova)

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Financial Information Certifications. Xxxxxxxxx’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to WKKC as its Subsidiary. In order to enable the principal executive officer and principal financial officer of WKKC to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 following the Distribution in respect of any quarterly or annual fiscal period of WKKC that begins on or prior to the Distribution Date in respect of which financial statements are not included in the Form 10 (a “Straddle Period”), Kellanova, within a reasonable period of time following a written request from WKKC, shall provide WKKC with one (1) or more certifications with respect to such disclosure controls and procedures and the effectiveness thereof and whether there were any changes in the internal controls over financial reporting that have materially Confidential Treatment Requested by WK Xxxxxxx Co Pursuant to 17 C.F.R. Section 200.83 affected or are reasonably likely to materially affect the internal control over financial reporting, which certification(s) shall (a) be with respect to the applicable Straddle Period (it being understood that no certification need be provided with respect to any period or portion of any period after the Distribution Date) and (b) be in substantially the same form as those that had been provided by officers or employees of Kellanova in similar certifications delivered prior to the Distribution Date, with such changes thereto as Kellanova may reasonably determine. Such certification(s) shall be provided by Xxxxxxxxx (and not by any officer or employee in their individual capacity).

Appears in 1 contract

Samples: Separation and Distribution Agreement (WK Kellogg Co)

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Financial Information Certifications. Xxxxxxxxx(a) IAC’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to WKKC SpinCo as its Subsidiary. In order to enable the principal executive officer and principal financial officer of WKKC SpinCo to make the certifications required of them under Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, following the Distribution IAC Reclassification in respect of any quarterly or annual fiscal period of WKKC SpinCo that begins on or prior to the Distribution Reclassification Date in respect of which financial statements are not included in the Form 10 S-4 (a “Straddle Period”), Kellanova, within a reasonable period of time following a upon twenty (20) Business Days’ advance written request from WKKCby SpinCo, IAC shall provide WKKC SpinCo with one (1) or more certifications with respect to such disclosure controls and procedures and the effectiveness thereof and whether there were any changes in the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the internal control over financial reporting, which certification(s) shall be (a) be with respect to the applicable Straddle Period (it being understood that no certification need be provided with respect to any period or portion of any period after the Distribution Reclassification Date) and (b) be in substantially the same form as those that had been provided by officers or employees of Kellanova IAC in similar certifications delivered prior to the Distribution Reclassification Date, with such changes thereto as Kellanova IAC may reasonably determine. Such certification(s) shall be provided by Xxxxxxxxx IAC (and not by any officer or employee in their individual capacity).

Appears in 1 contract

Samples: Separation Agreement (IAC/InterActiveCorp)

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