Common use of Internal Accounting and Disclosure Controls Clause in Contracts

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Helios & Matheson Analytics Inc.), Securities Purchase Agreement (Helios & Matheson Analytics Inc.), Securities Purchase Agreement (Helios & Matheson Analytics Inc.)

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Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 2 contracts

Samples: Form of Securities Purchase Agreement (DryShips Inc.), Securities Purchase Agreement (DryShips Inc.)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth Subsidiaries except as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016SEC Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cosmos Holdings Inc.), Securities Purchase Agreement (Cosmos Holdings Inc.)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in Since the filing of the Company’s Quarterly Annual Report on Form 10-Q K for the quarterly period fiscal year ended September 30December 31, 20162018, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 1 contract

Samples: Note Purchase Agreement (Plug Power Inc)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in Since the filing of the Company’s Quarterly Annual Report on Form 10-Q K for the quarterly period fiscal year ended September 30December 31, 20162017, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 1 contract

Samples: Securities Purchase Agreement (Plug Power Inc)

Internal Accounting and Disclosure Controls. The Each of the Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arcimoto Inc)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f13B-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e13B-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diana Containerships Inc.)

Internal Accounting and Disclosure Controls. The Company Except as set forth on Schedule 5.23 related to the Borrower’s and each of its Subsidiaries’ consolidated financial statements for the period ended September 30, 2018, the Borrower and its Subsidiaries maintains maintain a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (ia) transactions are executed in accordance with management’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iiic) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization, and (ivd) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains Borrower and each of its Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) 13a-15 under the 0000 Xxx) that are to the best of their knowledge, effective in ensuring that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is accumulated and communicated to the CompanyBorrower’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in set forth on Schedule 5.23, during the Company’s Quarterly Report on Form 10-Q for twelve (12) months prior to the quarterly period ended September 30Closing Date, 2016, neither none of the Company Credit Parties nor any of its their Subsidiaries has have received any notice or correspondence from any accountant, Governmental Entity or other Person accountant relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company Borrower or any of its Subsidiaries, for which . None of the Company implemented the remediation actions set forth Credit Parties has any knowledge of any fraud that involves management or other employees who have a significant role in the CompanyBorrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016or its Subsidiaries’ internal controls.

Appears in 1 contract

Samples: Unsecured Note Financing Agreement (Midwest Energy Emissions Corp.)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity Authority or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cytori Therapeutics, Inc.)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in Since the filing of the Company’s Quarterly Annual Report on Form 10-Q K for the quarterly period fiscal year ended September 30December 31, 20162021, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity Authority or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Odyssey Marine Exploration Inc)

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Internal Accounting and Disclosure Controls. The Company Except as set forth in the SEC Documents related to the Borrower’s and each of its Subsidiaries’ consolidated financial statements for the year ended December 31, 2020, the Borrower and its Subsidiaries maintains maintain a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (ia) transactions are executed in accordance with management’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iiic) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization, and (ivd) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains Borrower and each of its Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) 13a-15 under the 0000 Xxx) that are to the best of their knowledge, effective in ensuring that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is accumulated and communicated to the CompanyBorrower’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in set forth on Schedule 5.22, during the Company’s Quarterly Report on Form 10-Q for twelve (12) months prior to the quarterly period ended September 30Closing Date, 2016, neither none of the Company Credit Parties nor any of its their Subsidiaries has have received any notice or correspondence from any accountant, Governmental Entity or other Person accountant relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company Borrower or any of its Subsidiaries, for which . None of the Company implemented the remediation actions set forth Credit Parties has any knowledge of any fraud that involves management or other employees who have a significant role in the CompanyBorrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016or its Subsidiaries’ internal controls.

Appears in 1 contract

Samples: Debt Repayment and Exchange Agreement (Midwest Energy Emissions Corp.)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Except as disclosed in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e13a‑15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in Since the Company’s Quarterly filing of the Annual Report on Form 10-Q K for the quarterly period year ended September 30December 31, 20162019, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 1 contract

Samples: Securities Purchase Agreement (Liqtech International Inc)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 1000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in Since the filing of the Company’s Quarterly Annual Report on Form 10-Q K for the quarterly period fiscal year ended September 30December 31, 20162015, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls control over financial reporting (as such term is defined in Rule 13a-15(f) of under the Exchange Act1000 Xxx) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 1 contract

Samples: Securities Purchase Agreement (Real Goods Solar, Inc.)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in Since the filing of the Company’s Quarterly Annual Report on Form 10-Q K for the quarterly period fiscal year ended September 30December 31, 20162021, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 1 contract

Samples: Subscription Agreement (Odyssey Marine Exploration Inc)

Internal Accounting and Disclosure Controls. The Company and each Social maintains a system of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company Social maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) 13a-15 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company Social in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, including controls and procedures designed to ensure that information required to be disclosed by the Company Social in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s Social's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in During the Company’s Quarterly Report on Form 10-Q for twelve (12) months prior to the quarterly period ended September 30date this representation is made, 2016, neither the Company nor no Credit Party and no Subsidiary of any of its Subsidiaries Credit Party has received any notice or correspondence from any accountant, Governmental Entity or other Person accountant relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls of any Credit Party or any Subsidiary of any Credit Party. The Borrowers and their Subsidiaries maintain internal control over financial reporting (as such term is defined in Rule 13a-15(f) 13a-15 under the 1934 Act), and such internal control is effective, does not have any material weaknesses and does not have any significant deficiencies that are reasonably likely to adversely affect Social's ability to accurately and completely record, process, summarize and report financial information. Since August 2, 2011, no Borrower, any Subsidiary thereof nor any of their respective directors or officers has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the Exchange Act) accounting or auditing practices, procedures, methodologies or methods of the Company any Borrower or any of Subsidiary thereof or its Subsidiariesinternal accounting controls, for which the Company implemented the remediation actions set forth including any complaint, allegation, assertion or claim that any Borrower or any Subsidiary thereof has engaged in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016any improper accounting or auditing practices.

Appears in 1 contract

Samples: Financing Agreement (SOCIAL REALITY, Inc.)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 1900 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) of the Company or any of its Subsidiaries, for which the Company implemented the remediation actions set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Lending Corp)

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