Common use of Financial Matters Clause in Contracts

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were prepared in accordance with Canadian GAAP consistently applied, and fairly present in all material respects the consolidated financial condition of Primero at the respective dates indicated and the results of operations of Primero for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant period.

Appears in 4 contracts

Samples: Arrangement Agreement (Primero Mining Corp), Arrangement Agreement (Primero Mining Corp), Arrangement Agreement (Primero Mining Corp)

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Financial Matters. Except as disclosed in the Primero Disclosure Letter, the The audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 2010, and the unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements statement of cash flows of Primero and Northgate for the interim period ended March 31, 2011 (the “Primero Northgate Financial Statements”) were prepared in accordance with Canadian GAAP consistently applied, and fairly present in all material respects the consolidated financial condition of Primero Northgate at the respective dates indicated and the results of operations of Primero Northgate for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero Neither Northgate nor any of the Primero Northgate Subsidiaries has any Liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroNorthgate for the fiscal period ended December 31, 2010 except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroNorthgate’s projects) since December 31, 2010, 2010 which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroNorthgate. The reconciliation with United States Generally Accepted Accounting Principles, as included in Northgate’s annual report on Form 40-F for the year ended December 31, 2010, has been prepared in compliance with Item 17 of SEC Form 20-F. The management of Primero Northgate has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to PrimeroNorthgate’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero Northgate maintains disclosure controls and procedures (as such term is defined in Rule 13a–15(e) under the 0000 Xxx) that comply with the requirements of the 1934 Act and such disclosure controls and procedures are effective. Northgate maintains a system of internal control over financial reporting. Northgate’s system of internal control over financial reporting (as such term is defined in Rule 13a–15(f) under the 0000 Xxx) complies with the requirements of the 1934 Act Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero Northgate and Primero Northgate Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero Northgate and Primero Northgate Subsidiaries are being made only with Authorizations of management and Primero Northgate Board and Primero Northgate Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero Northgate or any of the Primero Northgate Subsidiaries that could have a material effect on PrimeroNorthgate’s Financial Statements. To Northgate’s internal control over financial reporting is effective and, to the knowledge of PrimeroNorthgate; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero Northgate that are reasonably likely to adversely affect the ability of Primero Northgate to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of PrimeroNorthgate. Since December 31, 2010, there has been no change in Northgate’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Northgate’s internal control over financial reporting. Since December 31, 2010, neither Primero Northgate nor any of the Primero Northgate Subsidiaries nor, to PrimeroNorthgate’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Northgate or any of the Primero Northgate Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Northgate or any of the Primero Northgate Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero Northgate or any of the Primero Northgate Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Northgate Board. Primero Northgate has converted to IFRS for financial reporting purposes, and, to the knowledge of PrimeroNorthgate, the transition to IFRS will not result in any delay in the release of PrimeroNorthgate’s financial results for any relevant period.

Appears in 3 contracts

Samples: Arrangement Agreement (Primero Mining Corp), Arrangement Agreement (Primero Mining Corp), Arrangement Agreement (Primero Mining Corp)

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Agent and each Lender copies of (i) the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries as of December 31, audited consolidated 1998, 1997, and 1996, and the related statements of earnings, audited consolidated statements of shareholders equity income and audited consolidated statements of cash flows of Primero for the financial fiscal years ended December 31, 20081998, 2009 1997 and 2010 1996, together with the opinion of KPMG Peat Marwick, LLP thereon, (ii) the audited consolidated balance sheets of the Target and its Subsidiaries as of December 31, 1998, 1997 and 1996, and the related statements of income and cash flows for the fiscal years ended December 31, 1998, 1997 and 1996, together with the opinion of PricewaterhouseCoopers thereon, (iii) the unaudited consolidated balance sheetsheet of the Borrower and its Subsidiaries as of September 30, consolidated statement of earnings, consolidated 1999 and the related statements of shareholders equity income and cash flows for the nine-month period then ended, and (iv) the unaudited consolidated and consolidating balance sheet of the Target and its Subsidiaries as of September 30, 1999 and the related consolidated and consolidating statements of income and cash flows of Primero and for the interim nine-month period ended March 31, 2011 (the “Primero Financial Statements”) were then ended. Such financial statements have been prepared in accordance with Canadian GAAP consistently applied(subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP, and with respect to the financial statements described in clauses (iii) and (iv) above, to normal year-end adjustments) and fairly present in all material respects accordance with GAAP (x) the consolidated financial condition of Primero at the Borrower and its Subsidiaries and of the Target and its Subsidiaries, in each case on a consolidated basis as of the respective dates indicated thereof, and (y) the results of operations of Primero for the periods covered Borrower and its Subsidiaries and of the Target and its Subsidiaries, on a consolidated basis, for the respective periods then ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent financial statements referred to above and the notes thereto, as of there are no material liabilities or obligations with respect to the date hereof, neither Primero nor Borrower or any of its Subsidiaries or the Primero Target or any of its Subsidiaries has of any Liability or obligation nature whatsoever (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, otherwise and whether or any related party transactions or off-balance sheet transactions not reflected due) that would in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to accordance with GAAP have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information been required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified provided for in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodstatements.

Appears in 3 contracts

Samples: Credit Agreement (Markel Corp), Credit Agreement (Markel Holdings Inc), Credit Agreement (Markel Corp)

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the Northgate’s audited consolidated balance sheets, audited consolidated financial statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 2010, and Northgate’s unaudited consolidated balance sheet, consolidated statement of earnings, consolidated interim financial statements of shareholders equity as at and consolidated statements of cash flows of Primero for the three and the interim period six month periods ended March 31, 2011 and June 30, 2011, respectively (the “Primero Northgate Financial Statements”) were prepared in accordance with Canadian GAAP consistently appliedapplied (other than Northgate’s unaudited interim financial statements as at and for the three and six month periods ended March 31, 2011 and June 30, 2011, respectively, which were prepared in accordance with IFRS), and fairly present in all material respects the consolidated financial condition of Primero Northgate at the respective dates indicated and the results of operations of Primero Northgate for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero Neither Northgate nor any of the Primero Northgate Subsidiaries has any Liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroNorthgate for the fiscal period ended December 31, 2010 except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroNorthgate’s projects) since December 31, 2010, 2010 which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroNorthgate. The reconciliation with United States generally accepted accounting principles, as included in Northgate’s annual report on Form 40-F for the year ended December 31, 2010, has been prepared in compliance with Item 18 of SEC Form 20-F. The management of Primero Northgate has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to PrimeroNorthgate’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero Northgate maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that comply with the requirements of the 1934 Act and such disclosure controls and procedures are effective. Northgate maintains a system of internal control over financial reporting. Northgate’s system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) complies with the requirements of the 1934 Act. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero Northgate and Primero Northgate Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPGAAP or IFRS, as applicable, and that receipts and expenditures of Primero Northgate and Primero Northgate Subsidiaries are being made only with Authorizations of management and Primero the Northgate Board and Primero Northgate Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero Northgate or any of the Primero Northgate Subsidiaries that could have a material effect on PrimeroNorthgate’s Financial Statements. To Northgate’s internal control over financial reporting is effective and, to the knowledge of Primero; (D) Northgate, there are no material weaknesses in the design and implementation or maintenance of the internal controls control over financial reporting of Primero Northgate that are reasonably likely to adversely affect the ability of Primero Northgate to record, process, summarize and report financial information; and (ED) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of PrimeroNorthgate. Since December 31, 2010, there has been no change in Northgate’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Northgate’s internal control over financial reporting. Since December 31, 2010, neither Primero Northgate nor any of the Primero Northgate Subsidiaries nor, to PrimeroNorthgate’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Northgate or any of the Primero Northgate Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Northgate or any of the Primero Northgate Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero Northgate or any of the Primero Northgate Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Northgate Board. Primero Northgate has converted to IFRS for financial reporting purposespurposes and the interim consolidated financial statements of Northgate for the three months ended March 31, 2011 are the first financial statements Northgate prepared using IFRS, and, to the knowledge of PrimeroNorthgate, the transition to IFRS has not resulted, and will not result result, in any delay in the release of PrimeroNorthgate’s financial results for any relevant period.

Appears in 2 contracts

Samples: Arrangement Agreement (AuRico Gold Inc.), Arrangement Agreement (Northgate Minerals CORP)

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the The audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity operations and deficit and audited consolidated statements of cash flows of Primero Silvermex for the financial years ended December 31, 2008April 30, 2009 and April 30, 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were prepared in accordance with Canadian GAAP consistently applied, and except as disclosed in the Silvermex Disclosure Letter, fairly present in all material respects the consolidated financial condition of Primero Silvermex at the respective dates indicated and the results of operations of Primero Silvermex for the periods covered on a consolidated basisbasis and reflect adequate provision for the liabilities of Silvermex on a consolidated basis in accordance with Canadian GAAP. Except as disclosed set forth in the Primero Silvermex Disclosure Letter, as of the date hereof, neither Primero Silvermex nor any of the Primero Silvermex Material Subsidiaries has any Liability liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet dueTaxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroSilvermex for the financial year ended April 30, 2010, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroSilvermex’s mineral projects) since December 31April 30, 2010, 2010 or which liabilities or obligations would do not reasonably be expected to have a Material Adverse Effect on Primeroin the aggregate exceed $100,000. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide There are reasonable assurance grounds for believing that information required to be disclosed by Primero in its annual filings(i) Silvermex is, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP Resulting Issuer will be, able to pay its liabilities as they become due, and includes policies and procedures that: (Aii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions realizable value of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary the Resulting Issuer to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition the Arrangement will not be less than the aggregate of the assets liabilities thereof and the stated capital of Primero or any all classes of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodshares thereof.

Appears in 2 contracts

Samples: Arrangement Agreement (Silvermex Resources Inc), Arrangement Agreement (Silvermex Resources Inc)

Financial Matters. Except AuRico’s audited financial statements as disclosed in the Primero Disclosure Letter, the audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity at and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 2010, and AuRico’s unaudited consolidated balance sheet, consolidated statement of earnings, consolidated interim financial statements of shareholders equity as at and consolidated statements of cash flows of Primero for the three and the interim period six month periods ended March 31, 2011 and June 30, 2011, respectively (the “Primero AuRico Financial Statements”) were prepared in accordance with Canadian GAAP consistently appliedapplied (other than AuRico’s unaudited interim financial statements as at and for the three and six month periods ended March 31, 2011 and June 30, 2011, respectively, which were prepared in accordance with IFRS), and fairly present in all material respects the consolidated financial condition of Primero AuRico at the respective dates indicated and the results of operations of Primero AuRico for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero Neither AuRico nor any of the Primero AuRico Subsidiaries has any Liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroAuRico for the fiscal period ended December 31, 2010 except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroAuRico’s projects) since December 31, 2010, 2010 which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroAuRico. The reconciliation with United States generally accepted accounting principles, as included in AuRico’s annual report on Form 40-F for the year ended December 31, 2010, has been prepared in compliance with Item 18 of SEC Form 20-F. The management of Primero AuRico has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero AuRico in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero AuRico in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to PrimeroAuRico’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero AuRico maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that comply with the requirements of the 1934 Act and such disclosure controls and procedures are effective. AuRico maintains a system of internal control over financial reporting. AuRico’s system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) complies with the requirements of the 1934 Act. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP or IFRS and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero AuRico and Primero AuRico Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPGAAP or IFRS, as applicable, and that receipts and expenditures of Primero AuRico and Primero AuRico Subsidiaries are being made only with Authorizations of management and Primero the AuRico Board and Primero AuRico Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero AuRico or any of the Primero AuRico Subsidiaries that could have a material effect on PrimeroAuRico’s Financial Statements. To AuRico’s internal control over financial reporting is effective and, to the knowledge of Primero; (D) AuRico there are no material weaknesses in the design and implementation or maintenance of the internal controls control over financial reporting of Primero AuRico that are reasonably likely to adversely affect the ability of Primero AuRico to record, process, summarize and report financial information; and (ED) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of PrimeroAuRico. Since December 31, 2010, there has been no change in AuRico’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, AuRico’s internal control over financial reporting. Since December 31, 2010, neither Primero AuRico nor any of the Primero AuRico Subsidiaries nor, to PrimeroAuRico’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero AuRico or any of the Primero AuRico Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero AuRico or any of the Primero AuRico Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero AuRico or any of the Primero AuRico Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero AuRico Board. Primero AuRico has converted to IFRS for financial reporting purposespurposes and the interim consolidated financial statements of AuRico for the three months ended March 31, 2011 are the first financial statements AuRico prepared using IFRS, and, to the knowledge of PrimeroAuRico, the transition to IFRS has not resulted, and will not result result, in any delay in the release of PrimeroAuRico’s financial results for any relevant period.

Appears in 2 contracts

Samples: Arrangement Agreement (AuRico Gold Inc.), Arrangement Agreement (Northgate Minerals CORP)

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the Richmont’s audited consolidated balance sheets, audited consolidated financial statements of earnings, audited consolidated statements of shareholders equity as at and audited consolidated statements of cash flows of Primero for the financial years year ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity 2016 and consolidated statements of cash flows of Primero interim financial report for the three and the interim six month period ended March 31June 30, 2011 2017 (collectively, the “Primero Richmont Financial Statements”) were prepared in accordance with Canadian GAAP consistently appliedIFRS and present fairly, and fairly present in all material respects respects, the consolidated financial condition position of Primero Richmont at the respective dates indicated indicated, and the results of operations of Primero its consolidated financial performance and its consolidated cash flows for the periods covered on a consolidated basisthen ended. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has Richmont does not have any Liability or obligation (including, without limitation, Liabilities including liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Richmont Financial Statements of Primero, except liabilities (i) Liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroRichmont’s projects) since December 31June 30, 20102017, which liabilities Liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroRichmont, and (ii) Liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Richmont’s projects) that are not required to be set forth in the Richmont Financial Statements under IFRS. The management of Primero has established As at August 31, 2017, the aggregate cash balance held by Richmont and maintained a system of the Richmont Subsidiaries is approximately $85.2 million. Richmont maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero (as such term is defined in its annual filings, interim filings or other reports filed or submitted by it Rule 13a-15(e) under the applicable Laws is recorded, processed, summarized 0000 Xxx) that comply with the requirements of the 1934 Act and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosureare effective. Primero Richmont maintains a system of internal control over financial reportingreporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) which complies with the requirements of the 1934 Act. Such system of internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies IFRS. Richmont maintains a system of disclosure controls and procedures that: (Aas such term is defined in NI 52-109) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions (i) material information relating to Richmont is made known to Richmont’s management, including its chief financial officer and chief executive officer, particularly during the periods in which Richmont’s interim filings and annual filings (as such terms are recorded as necessary to permit preparation of financial statements defined in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries NI 52-109) are being made only with Authorizations of management and Primero Board and Primero Subsidiariesprepared; and (Cii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitioninformation required to be disclosed by Richmont in its annual filings, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management interim filings or other employees who have reports filed or submitted by it under applicable securities Laws are recorded, processed, summarized and reported within the time periods specified in applicable securities Laws. Richmont maintains a significant role in the system of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of Primerofinancial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Since December 31, 20102016, there has been no material change in Richmont’s internal control over financial reporting. Since December 31, 2016, neither Primero Richmont nor any of the Primero Richmont Subsidiaries nor, to PrimeroRichmont’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Richmont or any of the Primero Richmont Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Richmont or any of the Primero Richmont Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero Richmont or any of the Primero Richmont Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Richmont Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant period.

Appears in 1 contract

Samples: Arrangement Agreement (Richmont Mines Inc)

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Financial Matters. Except as disclosed in the Primero Disclosure Letter, the The audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 2010, and the unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements statement of cash flows of Primero and Northgate for the interim period ended March 31, 2011 (the “Primero Northgate Financial Statements”) were prepared in accordance with Canadian GAAP consistently applied, and fairly present in all material respects the consolidated financial condition of Primero Northgate at the respective dates indicated and the results of operations of Primero Northgate for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero Neither Northgate nor any of the Primero Northgate Subsidiaries has any Liability or obligation (including, without limitation, Liabilities liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroNorthgate for the fiscal period ended December 31, 2010 except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroNorthgate’s projects) since December 31, 2010, 2010 which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroNorthgate. The reconciliation with United States Generally Accepted Accounting Principles, as included in Northgate’s annual report on Form 40-F for the year ended December 31, 2010, has been prepared in compliance with Item 17 of SEC Form 20-F. The management of Primero Northgate has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero Northgate in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to PrimeroNorthgate’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero Northgate maintains disclosure controls and procedures (as such term is defined in Rule 13a−15(e) under the 1900 Xxx) that comply with the requirements of the 1934 Act and such disclosure controls and procedures are effective. Northgate maintains a system of internal control over financial reporting. Northgate’s system of internal control over financial reporting (as such term is defined in Rule 13a−15(f) under the 1900 Xxx) complies with the requirements of the 1934 Act Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero Northgate and Primero Northgate Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero Northgate and Primero Northgate Subsidiaries are being made only with Authorizations of management and Primero Northgate Board and Primero Northgate Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero Northgate or any of the Primero Northgate Subsidiaries that could have a material effect on PrimeroNorthgate’s Financial Statements. To Northgate’s internal control over financial reporting is effective and, to the knowledge of PrimeroNorthgate; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero Northgate that are reasonably likely to adversely affect the ability of Primero Northgate to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of PrimeroNorthgate. Since December 31, 2010, there has been no change in Northgate’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Northgate’s internal control over financial reporting. Since December 31, 2010, neither Primero Northgate nor any of the Primero Northgate Subsidiaries nor, to PrimeroNorthgate’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Northgate or any of the Primero Northgate Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Northgate or any of the Primero Northgate Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero Northgate or any of the Primero Northgate Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Northgate Board. Primero Northgate has converted to IFRS for financial reporting purposes, and, to the knowledge of PrimeroNorthgate, the transition to IFRS will not result in any delay in the release of PrimeroNorthgate’s financial results for any relevant period.

Appears in 1 contract

Samples: Arrangement Agreement (Primero Mining Corp)

Financial Matters. Except as disclosed in (a) The Borrower has heretofore furnished to the Primero Disclosure Letter, Agent and Lenders copies of (i) the audited consolidated balance sheetssheets of the Borrower and its Subsidiaries, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheetsheets of Rockwood and its Subsidiaries, consolidated statement as of earningscalendar years ended 1993, consolidated 1994, and 1995, and the related statements of shareholders equity income and cash flows for the fiscal years then ended, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries, and of Rockwood and its Subsidiaries, as of September 30, 1996, and the related statements of cash flows of Primero and income for the interim nine-month period then ended March 31(collectively, 2011 (the “Primero "Historical Financial Statements”) were "). The Historical Financial Statements have been prepared in accordance with Canadian GAAP consistently appliedGenerally Accepted Accounting Principles (subject, with respect to the unaudited Historical Financial Statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly present in all material respects the financial position of the Borrower and its Subsidiaries and of Rockwood and its Subsidiaries on a consolidated financial condition basis as of Primero at the respective dates indicated thereof and the consolidated results of operations of Primero the Borrower and its Subsidiaries and Rockwood and its Subsidiaries, respectively, for the respective periods covered on a consolidated basisthen ended. Except as disclosed fully reflected in the Primero Disclosure Lettermost recent Historical Financial Statements and the notes thereto or in the Pro Forma Balance Sheet, as of the date hereofClosing Date, neither Primero nor and after giving effect to the Transactions, there will be no material liabilities or obligations with respect to the Borrower or any of the Primero its Subsidiaries has of any Liability or obligation nature whatsoever (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities otherwise and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Primerodue). Since December 31, 2010, neither Primero nor any the date of the Primero Subsidiaries normost recent audited Historical Financial Statements, to Primero’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero or any of the Primero Subsidiaries there has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposesno Material Adverse Change, and, to the knowledge of Primeroany Responsible Officer, no Material Adverse Change is threatened or reasonably likely to occur (it being understood that the transition to IFRS will not result in Acquisition and the other transactions contemplated by the Transaction Documents do not, as such, constitute a Material Adverse Change). Neither the Borrower nor any delay in the release of Primero’s financial results its Subsidiaries has directly or indirectly declared, ordered, paid, made or set apart any amounts or property for any relevant perioddividend, share acquisition or other distribution, or agreed to do so.

Appears in 1 contract

Samples: Credit Agreement (Front Royal Inc)

Financial Matters. Except as disclosed in the Primero Disclosure Letter, the Alamos’s audited consolidated balance sheets, audited consolidated financial statements of earnings, audited consolidated statements of shareholders equity as at and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 20082014, 2009 2013 and 2010 unaudited consolidated balance sheet2012, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Alamos Financial Statements”) were prepared in accordance with Canadian GAAP consistently appliedIFRS and present fairly, and fairly present in all material respects respects, the consolidated financial condition position of Primero Alamos at the respective dates indicated indicated, and the results of operations of Primero its consolidated financial performance and its consolidated cash flows for the periods covered on a consolidated basisyears then ended. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero Neither Alamos nor any of the Primero Alamos Subsidiaries has any Liability or obligation (including, without limitation, Liabilities including liabilities or obligations to fund any operations or work or exploration program, program to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements audited consolidated financial statements of PrimeroAlamos for the fiscal period ended December 31, 2014 except liabilities (i) Liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring PrimeroAlamos’s projects) since December 31, 2010, 2014 which liabilities Liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on PrimeroAlamos and (ii) Liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Alamos’s projects) that are not required to be set forth in the consolidated financial statements of Alamos for the fiscal period ended December 31, 2014 under IFRS. The management of Primero has established and maintained Alamos maintains a system of disclosure controls and procedures designed (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators (“NI 52-109”)) to provide reasonable assurance that (i) material information relating to Alamos is made known to Alamos’s management, including its chief financial officer and chief executive officer, particularly during the periods in which Alamos’s interim filings and annual filings (as such terms are defined in NI 52-109) are being prepared; and (ii) information required to be disclosed by Primero Alamos in its annual filings, interim filings or other reports filed or submitted by it under the applicable securities Laws is are recorded, processed, summarized and reported within the time periods specified in such applicable securities Laws. Such Alamos maintains disclosure controls and procedures include (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that comply with the requirements of the 1934 Act and such disclosure controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosureare effective. Primero Alamos maintains a system of internal control over financial reporting. Alamos’s system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) complies with the requirements of the 1934 Act. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance IFRS. Alamos maintains a system of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Primero or any of the Primero Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge of Primero; (D) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of Primerofinancial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Since December 31, 20102014, there has been no change in Alamos’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect, Alamos’s internal control over financial reporting. Since December 31, 2014, neither Primero Alamos nor any of the Primero Alamos Subsidiaries nor, to PrimeroAlamos’s knowledge, any director, officer, employee, auditor, accountant or representative of Primero Alamos or any of the Primero Alamos Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Primero Alamos or any of the Primero Alamos Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero Alamos or any of the Primero Alamos Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Alamos Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant period.

Appears in 1 contract

Samples: Arrangement Agreement (Alamos Gold Inc)

Financial Matters. Except as disclosed (a) Financial Statements. Included in Schedule 4.6 are the Primero Disclosure Letterconsolidated financial statements of Polycom (collectively, the “Polycom Financial Statements”) consisting of (i) the consolidated audited financial statements (including the consolidated balance sheets, audited consolidated sheets and statements of earningsoperations, audited consolidated statements stockholders’ equity (deficit), comprehensive income (loss) and cash flow) of shareholders equity Polycom as of and audited consolidated statements of cash flows of Primero for the financial fiscal years ended December 31, 20082017, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March December 31, 2011 2016 and December 31, 2015 (the balance sheet as of December 31, 2017, the “Polycom Recent Audited Balance Sheet”) and (ii) a consolidated unaudited balance sheet of Polycom, as of February 28, 2018 (the “Primero Financial StatementsPolycom Recent Balance Sheet”) were and the related consolidated unaudited statements of operations and cash flows for the two (2) months then ended. The Polycom Financial Statements (A) are prepared from and consistent with such financial statements as have been prepared and used by the Polycom Companies in the ordinary course of measuring and reporting the Polycom Companies’ operating results, financial condition and/or cash flow; (B) are prepared in accordance with Canadian GAAP consistently appliedGAAP, as applied on a consistent basis, and fairly present in all material respects with the books and records of the Polycom Companies; provided, however, that the consolidated unaudited financial condition of Primero at the respective dates indicated and the results of operations of Primero for the periods covered on a consolidated basis. Except as disclosed statements are subject to normal year-end adjustments (which if made would not, individually or in the Primero Disclosure Letteraggregate, as be material to Polycom) and to final adjustments related to the purchase of the date hereofObihai Technology, neither Primero nor any of the Primero Subsidiaries has any Liability Inc. (which if made would not, individually or obligation (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primeroaggregate, except liabilities be material to Polycom) and obligations incurred do not contain all footnotes required under GAAP, which if presented would not provide, individually or in the ordinary and regular course of business (including the business of operatingaggregate, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. Primero maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Primero and Primero Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Primero and Primero Subsidiaries are being made only with Authorizations of management and Primero Board and Primero Subsidiariesadditional material information; and (C) provide reasonable assurance regarding prevention or timely detection fairly present, in all material respects, the assets, Liabilities, financial position, results of unauthorized acquisition, use or disposition operations and cash flows of the assets Polycom Companies as of Primero or the dates and for the periods indicated. None of Polycom, its Subsidiaries, nor any of their respective independent registered public accounting firms has indicated to Polycom, and to the Primero Knowledge of Polycom, neither Polycom nor any of its Subsidiaries that could have a material effect on Primero’s Financial Statements. To the knowledge has been made aware of Primero; (Di) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Primero that are reasonably likely to adversely affect the ability of Primero to record, process, summarize and report financial information; and (E) there is no any fraud, whether or not material, that involves any of Polycom’s or its Subsidiaries’ management or other employees or other Persons who have a significant role in the preparation of financial statements or the internal control over financial reporting of Primero. Since December 31, 2010, neither Primero nor accounting controls utilized by Polycom and its Subsidiaries or (ii) any of the Primero Subsidiaries nor, to Primero’s knowledge, any director, officer, employee, auditor, accountant claim or representative of Primero or any of the Primero Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, allegation regarding the accounting or auditing practices, procedures, methodologies or methods of Primero or any of the Primero Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Primero or any of the Primero Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Primero Board. Primero has converted to IFRS for financial reporting purposes, and, to the knowledge of Primero, the transition to IFRS will not result in any delay in the release of Primero’s financial results for any relevant periodforegoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Plantronics Inc /Ca/)

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