Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2010, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls control over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board board of directors of the general partner of Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures in accordance with Rule 13a-15 and, to the Company’s internal controls over financial reporting extent required by applicable Law, presented in compliance with any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the requirements of Section 404 effectiveness of the Xxxxxxxx-Xxxxx Act for disclosure controls and procedures as of the year ended December 31, 2010 and end of the period covered by such assessment concluded that report based on such controls were effectiveevaluation. Based on its Parent’s management’s most recent recently completed evaluation of Parent’s internal controls control over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any to the knowledge of Parent, Parent had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that are would reasonably likely be expected to adversely affect in any material respect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Pulte Homes Inc/Mi/), Agreement and Plan of Merger (Medianet Group Technologies Inc), Agreement and Plan of Merger (Centex Corp)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15(e) and (f15d-15(e), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q which precedes the requirements of Section 404 date of the Xxxxxxxx-Xxxxx Act Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 5 contracts
Samples: Sales Agreement (First Potomac Realty Trust), Sales Agreement (First Potomac Realty Trust), Sales Agreement (First Potomac Realty Trust)
Internal Controls and Procedures. The Company Aon has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyAon’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Aon in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyAon’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the CompanyAon’s internal controls over financial reporting in compliance with provide reasonable assurance regarding the requirements reliability of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over Aon’s financial reporting prior to and the date hereofpreparation of Aon financial statements for external purposes in accordance with GAAP. Since January 1, management of the Company has 2018, Aon’s principal executive officer and its principal financial officer have disclosed to the CompanyAon’s auditors and the audit committee of the Company Aon UK Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyAon’s ability to record, process, summarize and report financial information information, and (ii) any known fraud, whether or not material, that involves management or other senior-level employees who have a significant role in the CompanyAon’s material internal control over financial reportingcontrols. Aon has made available to WTW all such material disclosures made by management to Aon’s auditors and audit committee from January 1, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior 2018 to the date hereof.
Appears in 5 contracts
Samples: Business Combination Agreement (Willis Towers Watson PLC), Business Combination Agreement, Business Combination Agreement (Aon PLC)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of Parent GP as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act Act. Management of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Parent GP has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2018, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent GP has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board of Directors of Parent GP (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Energy Transfer LP)
Internal Controls and Procedures. The Company Partnership has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyPartnership’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Partnership in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyGeneral Partner’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyGeneral Partner’s management has completed an assessment of the effectiveness of the CompanyPartnership’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company General Partner has disclosed to the CompanyPartnership’s auditors and the audit committee of the Company GP Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyPartnership’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyPartnership’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Oasis Midstream Partners LP), Agreement and Plan of Merger (Oasis Midstream Partners LP), Agreement and Plan of Merger (Crestwood Equity Partners LP)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent GP’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act Act. Management of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Parent GP has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent GP has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent GP Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Partnership prior to the date hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Oasis Midstream Partners LP)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board of Directors in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.), Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (PNK Entertainment, Inc.)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2018, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (SemGroup Corp)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (reporting, as such terms are defined in paragraphs (e) in, and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment principal executive officer and principal financial officer of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. The Company and each of its Subsidiaries has established and maintains a system of internal control over financial reporting, which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Company Financials) for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the year ended December 31maintenance of records that, 2010 in reasonable detail, accurately and such assessment concluded fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that such controls were effectivetransactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements of the Company and its Subsidiaries. Based on its To the Knowledge of the Company, since the date of the Company’s most recent evaluation periodic report filed with the SEC, neither the Company nor any of its Subsidiaries (including any Company Employee), nor the Company’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the design or operation of internal controls control over financial reporting utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other Company Employees, or (C) any claim or allegation regarding any of the foregoing. In connection with the periods covered by the Company Financials filed prior to the date hereofof this Agreement, management of the Company has disclosed to Acquiror (I) all deficiencies and weaknesses identified in writing by the Company or the Company’s independent auditors and the audit committee of the Company Board (iwhether current or former) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect utilized by the Company’s ability to report financial information Company and its Subsidiaries and (iiII) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in Company Employees, or any claim or allegation regarding the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofforegoing.
Appears in 3 contracts
Samples: Implementation Agreement (Verigy Holding Co. Ltd.), Implementation Agreement (Verigy Ltd.), Implementation Agreement (Advantest Corp)
Internal Controls and Procedures. (a) The Company Partnership has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to the Partnership and its Subsidiaries and as otherwise as required by Rule 13a-15 under the Exchange Act. The CompanyPartnership’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Partnership in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyPartnership’s management as appropriate to allow timely decisions regarding required disclosure and to enable the Partnership’s management to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment Partnership, each Partnership Subsidiary and each of the effectiveness of the Company’s internal controls over financial reporting their respective officers and directors in their capacities as such are in material compliance with, and, since January 1, 2018, have materially complied with the requirements applicable provisions of Section 404 of the Xxxxxxxx-Xxxxx Act for and the year ended December 31, 2010 and such assessment concluded that such controls were effectiveExchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, the Partnership’s management of the Company has disclosed to the CompanyPartnership’s auditors and the audit committee of the Company General Partner Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyPartnership’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyPartnership’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. The Partnership has remediated any and all significant deficiencies and all material weaknesses in the design or operations of its internal control over financial reporting that were reasonably likely to adversely affect in any material respect the Partnership’s ability to report financial information and were identified in the Partnership’s most recent evaluation of its internal control over financial reporting.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teekay Corp), Agreement and Plan of Merger (Teekay LNG Partners L.P.), Agreement and Plan of Merger (Teekay Corp)
Internal Controls and Procedures. The Company (a) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the Company’s auditors and the audit committee of the Company Board (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent’s auditors or the audit committee of the Parent Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud or allegations of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. Each of the Company and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synnex Corp), Agreement and Plan of Merger (Synnex Corp), Agreement and Plan of Merger (Convergys Corp)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31November 30, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud or allegations of fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. Each of Parent and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Convergys Corp), Agreement and Plan of Merger (Synnex Corp), Agreement and Plan of Merger (Synnex Corp)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent’s auditors or the audit committee of the Parent Board of Directors in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.), Agreement and Plan of Merger (PNK Entertainment, Inc.)
Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the applicable requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the The Company has disclosed to the Company’s auditors and the audit committee of the Company Board Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc), Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Allergan PLC)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31September 30, 2010 2016, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, which has been provided to Parent, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ensco PLC), Agreement and Plan of Merger (Atwood Oceanics Inc)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31June 30, 2010 2006, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: And Restated Agreement and Plan of Merger (Elkcorp), Agreement and Plan of Merger (Elkcorp)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2006, and such assessment concluded that as of December 31, 2006 such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior From December 31, 2004 to the date hereof, management neither the Company nor any of its Subsidiaries nor to the knowledge of the Company any of their respective directors, officers, employees, auditors or accountants has disclosed to received any material complaint, allegation, assertion or claim, whether written or oral, regarding the Company’s auditors and the audit committee accounting or auditing practices, procedures, methodologies or methods of the Company Board (i) or any significant deficiencies and material weaknesses in the design of its Subsidiaries or operation of their respective internal controls over financial reporting that are reasonably likely to adversely affect in accounting controls, including any material respect complaint, allegation, assertion or claim that the Company’s ability to report financial information Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any fraudof its Subsidiaries, whether or not materialemployed by the Company or any of its Subsidiaries, that involves management has reported evidence of a material violation of securities Laws, breach of fiduciary duty or other similar violation by the Company or any of its officers, directors, employees who have a significant role in or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/), Agreement and Plan of Merger (Comdata Network, Inc. Of California)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31October 3, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. The Company maintains a system of internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or specific authorization, the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc)
Internal Controls and Procedures. The Company Partnership has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyPartnership’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Partnership in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyGeneral Partner’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyGeneral Partner’s management has completed an assessment of the effectiveness of the CompanyPartnership’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company General Partner has disclosed to the CompanyPartnership’s auditors and the audit committee of the Company GP Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyPartnership’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyPartnership’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (Enable Midstream Partners, LP)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with provide reasonable assurance regarding the requirements of Section 404 reliability of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over Company’s financial reporting prior to and the date hereofpreparation of Company financial statements for external purposes in accordance with GAAP. Since July 1, management of 2012, the Company has Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, controls. The Company has been disclosed made available to Parent prior all such disclosures made by management to the Company’s auditors and audit committee from July 1, 2012 to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Towers Watson & Co.), Agreement and Plan of Merger (Willis Group Holdings PLC)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2006, and such assessment concluded that such controls were effective. Based Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors and Parent (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to . As of the date hereofof this Agreement, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vestar Capital Partners v L P), Agreement and Plan of Merger (Radiation Therapy Services Inc)
Internal Controls and Procedures. The Company has established and maintains maintains, and at all times since January 1, 2016 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Sarbanes Oxley Act”). The Company’s management has completed an assessment of the effectiveness of Since January 1, 2016, the Company’s internal controls over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 1, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to 2016 through the date hereof, neither the Company nor any Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31June 30, 2010 2006, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BMCA Acquisition Sub Inc.), Agreement and Plan of Merger (CGEA Investor, Inc.)
Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed designed, and since July 1, 2013, have been reasonably designed, to ensure ensure, that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31June 28, 2010 2015, and such assessment concluded that such controls were effectiveeffective and the Company’s independent registered accountant has issued an attestation report concluding that the Company maintained effective internal control over financial reporting as of June 28, 2015. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofsuch evaluation, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Linear Technology Corp /Ca/), Agreement and Plan of Merger (Analog Devices Inc)
Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (eRule 13a-15(f) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (i) mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Company and the Company Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as required necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and the Company Subsidiaries are being made only in accordance with appropriate authorizations of management and the Company Board of Directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and the Company Subsidiaries. As at December 31, 2017, there were no material weaknesses or significant deficiencies in such internal control over financial reporting and, as of the date hereof, nothing has come to the attention of the Company that has caused the Company to believe that there are any material weaknesses or significant deficiencies in such internal control over financial reporting. Since January 1, 2017, no complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Rule 13a-15 under the Exchange ActCompany. The Since January 1, 2017, the Company has not received any material complaints through the Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of applicable Law. Since January 1, 2017, no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms any of the SECCompany Subsidiaries, and has reported evidence of a violation of applicable Law that all are securities laws, breach of fiduciary duty or such material information is accumulated and communicated similar violation by the Company or any of its officers, directors, employees or agents to the Company’s management as appropriate chief legal officer, audit committee of the Company Board of Directors or to allow timely decisions regarding required disclosure and to make the certifications required Company Board of Directors pursuant to Sections 302 and 906 the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and or any Company policy contemplating such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Newfield Exploration Co /De/), Agreement and Plan of Merger (Encana Corp)
Internal Controls and Procedures. The Company Buyer has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyBuyer’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Buyer in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyBuyer’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyBuyer’s management has completed an assessment of the effectiveness of the CompanyBuyer’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2018, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, hereof management of the Company Buyer has disclosed to the CompanyBuyer’s auditors and the audit committee of the Company Board of Directors of Buyer (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely expected to adversely affect in any material respect the CompanyBuyer’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, fraud that is reasonably expected to adversely affect in any material respect Buyer’s financial reporting that involves management or other employees who have a significant role in the CompanyBuyer’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Company prior to the date hereof.
Appears in 2 contracts
Samples: Transaction Agreement (Delphi Technologies PLC), Transaction Agreement (Borgwarner Inc)
Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure effective in providing reasonable assurance (i) regarding the reliability of the Company’s financial reporting and the preparation of the Company Financial Statements for external purposes in accordance with GAAP, (ii) that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, SEC and (iii) that all such material information is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of the Company has completed an its assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2009, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely and any material weaknesses, which have more than a remote chance to materially adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data (as defined in Rule 13a-15(f) of the Exchange Act) and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silverleaf Resorts Inc), Agreement and Plan of Merger (Silverleaf Resorts Inc)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Company has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31disclosed, 2010 and such assessment concluded that such controls were effective. Based based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board and to Parent (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraudfraud known to the Company, whether or not material, that involves management executive officers or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as set forth in the Company’s SEC Documents, and as of the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed . There are no outstanding loans made by the Company or any Company Subsidiary to auditors, if any, has been disclosed to Parent prior to any executive officer (as defined in Rule 3b-7 under the date hereofExchange Act) or director of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smith & Wollensky Restaurant Group Inc), Agreement and Plan of Merger (Smith & Wollensky Restaurant Group Inc)
Internal Controls and Procedures. The Company PDN has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyPDN’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company PDN in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyPDN’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Xxxxxxxx-Xxxxx Act”). The CompanyPDN’s management has completed an assessment of the effectiveness of the CompanyPDN’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 3130, 2010 2013, and except as set forth on Section 4.5 of the PDN Disclosure Schedule, such assessment concluded that such controls were effective. Based PDN has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the CompanyPDN’s auditors and the audit committee of the Company PDN Board of Directors and to NAPW (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the CompanyPDN’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the CompanyPDN’s internal control controls over financial reporting. As of the date of this Agreement and except as set forth on Section 4.5 of the PDN Disclosure Schedule, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofknowledge of PDN, PDN has not identified any significant deficiencies or any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by PDN or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of PDN.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Professional Diversity Network, Inc.), Agreement and Plan of Merger (Ladurini Daniel)
Internal Controls and Procedures. The Company has established and maintains maintains, and at all times since the Lookback Date has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and which 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 the Company, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (Act. Since the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of Lookback Date, the Company’s internal controls over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (the material circumstances of which (if any) have been made available to Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Since the Lookback Date, and each such deficiencyneither the Company nor any Company Subsidiary has received any material, weakness and fraud so disclosed to auditorsunresolved, if anycomplaint, has been disclosed to Parent prior to allegation, assertion or claim regarding the date hereofaccounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxwell Technologies Inc), Agreement and Plan of Merger (Tesla, Inc.)
Internal Controls and Procedures. The Company ETP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyETP’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company ETP in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyETP’s management has completed an assessment of the effectiveness of the CompanyETP’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyETP’s auditors and the audit committee of the Company Board of Directors of Parent GP (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyETP’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyETP’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunoco Inc), Agreement and Plan of Merger (Energy Transfer Partners, L.P.)
Internal Controls and Procedures. The Company ETP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyETP’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company ETP in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyETP’s management has completed an assessment of the effectiveness of the CompanyETP’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2013, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyETP’s auditors and the audit committee of the Company Board of Directors of Parent GP (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyETP’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyETP’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2016, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, which has been provided to the Company, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ensco PLC), Agreement and Plan of Merger (Atwood Oceanics Inc)
Internal Controls and Procedures. The Company Bemis has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to Bemis and the Bemis Subsidiaries and as otherwise as required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s Xxxxx’x disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Bemis in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s Xxxxx’x management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment Bemis, each Bemis Subsidiary and each of their respective officers and directors in their capacities as such are in material compliance with, and, since the effectiveness Applicable Date, have materially complied with, the applicable provisions of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for and the year ended December 31, 2010 and such assessment concluded that such controls were effectiveExchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, Xxxxx’x management of the Company has disclosed to the Company’s Xxxxx’x auditors and the audit committee of the Company Bemis Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s Xxxxx’x ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Xxxxx’x internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, . Bemis has been disclosed to Parent made available prior to the date hereofof this Agreement to Amcor (x) either materials relating to or a summary of any disclosure of matters described in clauses (i) or (ii) in the preceding sentence made by management of Bemis to its auditors and audit committee on or after the Applicable Date and prior to the date of this Agreement and (y) any material communication on or after the Applicable Date and prior to the date of this Agreement made by management of Bemis or its auditors to the audit committee as required by the listing standards of the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since the Applicable Date and prior to the date of this Agreement, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with Law, including from any current or former employee of Bemis or any Bemis Subsidiary regarding questionable accounting, auditing or legal compliance matters have, to the knowledge of Bemis, been received by Bemis.
Appears in 2 contracts
Samples: Transaction Agreement (Bemis Co Inc), Transaction Agreement
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with provide reasonable assurance regarding the requirements of Section 404 reliability of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over Company’s financial reporting prior to and the date hereofpreparation of Company financial statements for external purposes in accordance with GAAP. Since January 1, management of 2012, the Company has Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, controls. The Company has been disclosed made available to Parent prior all such disclosures made by management to the Company’s auditors and audit committee from January 1, 2012 to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mallinckrodt PLC), Agreement and Plan of Merger (Questcor Pharmaceuticals Inc)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2018, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, fraud that is reasonably expected to adversely affect in any material respect Company’s financial reporting that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Buyer prior to the date hereof.
Appears in 2 contracts
Samples: Transaction Agreement (Borgwarner Inc), Transaction Agreement (Delphi Technologies PLC)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended as of December 31, 2010 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Equitrans Midstream Corp), Agreement and Plan of Merger (EQT Corp)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15 and 15d-15) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the Company’s consolidated financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q which precedes the requirements of Section 404 date of the Xxxxxxxx-Xxxxx Act Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, and each such deficiencyor is reasonably likely to materially affect, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofCompany’s internal control over financial reporting.
Appears in 2 contracts
Samples: Sales Agreement (Investors Real Estate Trust), Investors Real Estate Trust
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal disclosure controls over financial reporting and procedures in compliance accordance with Rule 13a-15 and, to the requirements of Section 404 extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness of the Xxxxxxxx-Xxxxx Act for disclosure controls and procedures as of the year ended December 31, 2010 and end of the period covered by such assessment concluded that report based on such controls were effectiveevaluation. Based on its the Company’s management’s most recent recently completed evaluation of the Company’s internal controls control over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any to the knowledge of the Company, the Company had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that are would reasonably likely be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) the Company does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pulte Homes Inc/Mi/), Agreement and Plan of Merger (Centex Corp)
Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent ETP prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger (Sunoco Inc)
Internal Controls and Procedures. The Company Hurricane has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to Hurricane and its Subsidiaries and as otherwise as required by Rule 13a-15 under the Exchange Act. The Company’s Hurricane's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Hurricane in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s Hurricane's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “"Xxxxxxxx-Xxxxx Act”"). The Company’s management has completed an assessment Hurricane, each Hurricane Subsidiary and each of the effectiveness of the Company’s internal controls over financial reporting their respective officers and directors in their capacities as such are in material compliance with, and, since December 31, 2014, have materially complied with the requirements applicable provisions of Section 404 of the Xxxxxxxx-Xxxxx Act for and the year ended December 31, 2010 and such assessment concluded that such controls were effectiveExchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, Hurricane's management of the Company has disclosed to the Company’s Hurricane's auditors and the audit committee of the Company Hurricane Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s Hurricane's ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Hurricane's internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Cyclone prior to the date hereof.. Section 3.6
Appears in 2 contracts
Samples: Execution Version Agreement (Huntsman CORP), Execution Version Agreement (Huntsman CORP)
Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure ensure, that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December March 31, 2010 2017, and such assessment concluded that such controls were effectiveeffective and the Company’s independent registered accountant has issued an attestation report concluding that the Company maintained effective internal control over financial reporting as of March 31, 2017. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofsuch evaluation, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixys Corp /De/), Agreement and Plan of Merger (Littelfuse Inc /De)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on and with respect to its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rti International Metals Inc), Agreement and Plan of Merger (Alcoa Inc.)
Internal Controls and Procedures. The Company Sodium has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanySodium’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Sodium in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of Sodium as appropriate to allow timely decisions regarding required disclosure disclosures and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanySodium’s management has completed an assessment of the effectiveness of the CompanySodium’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Sodium has disclosed to the CompanySodium’s auditors and the audit committee of the Company Board Sodium (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanySodium’s ability to report financial information information, if applicable, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanySodium’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ChampionX Corp), Agreement and Plan of Merger (Schlumberger Limited/Nv)
Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 3129, 2010 2013, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent ETP prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Energy Transfer Partners, L.P.)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15(e) and (f15d-15(e), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with United States generally accepted accounting principles and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q which precedes the requirements of Section 404 date of the Xxxxxxxx-Xxxxx Act Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Note Purchase Agreement (First Potomac Realty Trust), Note Purchase Agreement (First Potomac Realty Trust)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of Parent GP as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act Act. Management of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Parent GP has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2022, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent GP has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent GP Board (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Partnership prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crestwood Midstream Partners LP), Agreement and Plan of Merger (Crestwood Equity Partners LP)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the The Company has disclosed to the Company’s auditors and the audit committee of the Company Board Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board of Directors in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rti International Metals Inc), Agreement and Plan of Merger (Alcoa Inc.)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Except with respect to the operations of the BP Assets and the Shell Assets to be acquired, the Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plains Exploration & Production Co), Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure disclosures and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information information, if applicable, and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Sodium US prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schlumberger Limited/Nv), Agreement and Plan of Merger (ChampionX Corp)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board of Directors of Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plains Exploration & Production Co), Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc)
Internal Controls and Procedures. The Company has established and maintains maintains, and at all times since January 1, 2019 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Sarbanes Oxley Act”). The Company’s management has completed an assessment of the effectiveness of Since January 1, 2019, the Company’s internal controls over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 1, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to 2019 through the date hereof, neither the Company nor any Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Zoom Video Communications, Inc.)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2015, and such assessment concluded that such controls were effectiveinternal control was effective in all material respects. Based on its most recent evaluation of its internal controls control over financial reporting prior to the date hereof, to the Company’s Knowledge, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees Company Employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sibanye Gold LTD), Agreement and Plan of Merger (Stillwater Mining Co /De/)
Internal Controls and Procedures. (a) The Company has established established, implemented and maintains “disclosure controls and procedures procedures” and “internal control controls over financial reporting reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct and as necessary to permit preparation of financial statements in conformity with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act Act. The principal executive officer and principal financial officer of 2002 (the “Company have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and Rule 13a-15 under the Exchange Act”), and the statements contained in all such certifications were as of their respective dates true, complete and correct. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation To the Knowledge of internal controls over financial reporting prior the Company, from April 2, 2010 to the date hereof, management of the Company has disclosed not failed to disclose to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, . The Company has been disclosed made available to Parent prior a summary of any such disclosure made to the date hereofCompany’s auditors and audit committee since April 2, 2010.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metals Usa Holdings Corp.), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of the Company has completed an its assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2006, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the board of directors of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data and (iiB) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Since January 1, 2005, the Company has not identified any material weaknesses in internal controls. To the Knowledge of the Company, there are no facts or circumstances that would prevent its chief executive officer and each such deficiency, weakness chief financial officer from giving the certifications and fraud so disclosed to auditors, if any, has been disclosed to Parent prior attestations required pursuant to the date hereofrules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Industries Usa Inc), Agreement and Plan of Merger (Goldman Sachs Group Inc/)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, except where the failure to maintain such controls and procedures has not had, and would not have, a Company Material Adverse Effect. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, as of the date hereof, management of the Company Company, has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McMoran Exploration Co /De/), Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of Parent GP as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act Act. Management of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Parent GP has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent GP has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent GP Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Partnership prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (Enable Midstream Partners, LP)
Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of the Company has completed an its assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2009, and such assessment concluded that such controls were effective. Based To the Knowledge of the Company, it has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Skywest Inc), Agreement and Plan of Merger (Expressjet Holdings Inc)
Internal Controls and Procedures. The Except as set forth in Section 3.6 of the Disclosure Schedule, (a) the Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are term is defined in paragraphs (eRule 13a-15(e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 13a-15(a) under the Exchange Act, and (b) the Company has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(b) under the Exchange Act. The Company’s Such disclosure controls and procedures are reasonably designed to ensure that all material information relating to the Company and its Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding disclosure and to ensure that information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms of forms. Except as would not reasonably be expected to have, individually or in the SECaggregate, and that all such material information is accumulated and communicated to a Material Adverse Effect, the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Company has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31disclosed, 2010 and such assessment concluded that such controls were effective. Based based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether fraud or not material, allegation of fraud that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Except as would not reasonably be expected to have, and each such deficiencyindividually or in the aggregate, weakness and fraud so disclosed a Material Adverse Effect, since January 1, 2008, neither the Company nor any of its Subsidiaries has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that the Company or its Subsidiary has engaged in questionable accounting or auditing practices. Since December 31, 2008, subject to auditorsany applicable grace periods, if any, the Company has been disclosed and is in compliance with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of the NYSE, except in each case as would not reasonably be expected to Parent prior to have, individually or in the date hereofaggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interactive Data Corp/Ma/), Agreement and Plan of Merger (Interactive Data Holdings Corp)
Internal Controls and Procedures. The Company Partnership has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyPartnership’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Partnership in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyPartnership’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyPartnership GP’s management has completed an assessment of the effectiveness of the CompanyPartnership’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2022, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Partnership has disclosed to the CompanyPartnership’s auditors and the audit committee of the Company Board of Directors of the Partnership GP (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyPartnership’s ability to report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyPartnership’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Crestwood Midstream Partners LP)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure with the objective of providing reasonable assurance that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December as of January 31, 2010 2015, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors effective and the audit committee of the Company Board did not identify any (iA) any “significant deficiencies and deficiency” or “material weaknesses weakness” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect (as defined in any material respect Rule 13a-15 or 15d-15, as applicable, of the Company’s ability to report financial information and Exchange Act) or (iiB) any fraud, whether fraud or not material, allegation of fraud that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, . Such internal controls over financial reporting are designed with the objective of providing reasonable assurance regarding the reliability of financial reporting and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofpreparation of financial statements for external purposes in accordance with GAAP.
Appears in 1 contract
Internal Controls and Procedures. (a) The Company has established established, implemented and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct and as necessary to permit preparation of financial statements in conformity with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act Act. The principal executive officer and principal financial officer of 2002 (the “Company have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and Rule 13a-15 under the Exchange Act”), and the statements contained in all such certifications were as of their respective dates made true, complete and correct. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation To the Knowledge of internal controls over financial reporting prior the Company, from December 31, 2010 to the date hereof, management of the Company has disclosed not failed to disclose to the Company’s auditors and the audit committee of the Company Board of Directors (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 1 contract
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15 and 15d-15) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms of the SECforms, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the Company’s consolidated financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the requirements of Section 404 case may be, that precedes the date of the Xxxxxxxx-Xxxxx Act Disclosure Package and the Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The internal controls are overseen by the Audit Committee of the Board of Trustees of the Company in accordance with the applicable rules of the NYSE. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, and each such deficiencyor is reasonably likely to materially affect, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofCompany’s internal control over financial reporting.
Appears in 1 contract
Samples: Underwriting Agreement (Investors Real Estate Trust)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, which has been provided to the Company, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to record, process, summarize and report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.
Appears in 1 contract
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15(e) and (f15d-15(e), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate appropriate, to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with United States generally accepted accounting principles and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q which precedes the requirements of Section 404 date of the Xxxxxxxx-Xxxxx Act Prospectus, and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management and except as disclosed in each of the Company has disclosed to Registration Statement, the General Disclosure Package and the Prospectus, since the Company’s auditors and the audit committee of the Company Board most recent audited fiscal year, there has been no (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Except as disclosed in each of the Registration Statement, the General Disclosure Package and each such deficiencythe Prospectus, weakness there is not and fraud so disclosed to auditors, if any, has been disclosed no change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to Parent prior to materially affect, the date hereofCompany’s internal control over financial reporting.
Appears in 1 contract
Samples: Underwriting Agreement (First Potomac Realty Trust)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with provide reasonable assurance regarding the requirements of Section 404 reliability of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over Company’s financial reporting prior to and the date hereofpreparation of Company financial statements for external purposes in accordance with GAAP. Since January 1, management of 2013, the Company has Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, controls. The Company has been disclosed made available to Parent prior all such disclosures made by management to the Company’s auditors and audit committee from January 1, 2013 to the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Progressive Waste Solutions Ltd.)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2019, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof the Original Investment Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent Company’s auditors or the audit committee of the Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereofof the Original Investment Agreement. Company maintains a system of internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or specific authorization, the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of Company’s assets that could have a material effect on its financial statements.
Appears in 1 contract
Samples: Investment Agreement (Ii-Vi Inc)
Internal Controls and Procedures. The Company PharmAthene has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyPharmAthene’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company PharmAthene in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyPharmAthene’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The CompanyPharmAthene’s management has completed an assessment of the effectiveness of the CompanyPharmAthene’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 3130, 2010 2012, and such assessment concluded that such controls were effective. Based PharmAthene has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the CompanyPharmAthene’s auditors and the audit committee of the Company PharmAthene Board of Directors and to Theraclone (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the CompanyPharmAthene’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the CompanyPharmAthene’s internal control controls over financial reporting. As of the date of this Agreement, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofknowledge of PharmAthene, PharmAthene has not identified any significant deficiencies or any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by PharmAthene or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of PharmAthene.
Appears in 1 contract
Internal Controls and Procedures. The Company Rowan has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyRowan’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Rowan in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyRowan’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyRowan’s management has completed an assessment of the effectiveness of the CompanyRowan’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Rowan has disclosed to the CompanyRowan’s auditors and the audit committee of the Company Board of Directors of Rowan (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyRowan’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyRowan’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Ensco prior to the date hereof.
Appears in 1 contract
Samples: Transaction Agreement (Ensco PLC)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended Since December 31, 2010 2013, Parent’s principal executive officer and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over principal financial reporting prior to the date hereof, management of the Company has officer have disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board of Directors (ia) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to record, process, summarize and report financial information and (iib) any known fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control controls over financial reporting. Since December 31, and each such deficiency2013, weakness and fraud so disclosed neither Parent nor any Parent Subsidiary has received any material, unresolved, written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or the Parent Subsidiaries or their respective internal accounting controls. Since the enactment of the Xxxxxxxx-Xxxxx Act, none of Parent or any Parent Subsidiary has made any prohibited loans to auditors, if any, has been disclosed to any director or executive officer of Parent prior to (as defined in Rule 3b-7 promulgated under the date hereofExchange Act).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hatteras Financial Corp)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15 and 15d-15) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the Company’s consolidated financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q which precedes the requirements of Section 404 date of the Xxxxxxxx-Xxxxx Act Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of 8 internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, and each such deficiencyor is reasonably likely to materially affect, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofCompany’s internal control over financial reporting.
Appears in 1 contract
Samples: Underwriting Agreement (Investors Real Estate Trust)
Internal Controls and Procedures. The Company Xxxxxx has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyXxxxxx’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Xxxxxx in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyXxxxxx’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)2002. The Company’s management has completed an assessment of the effectiveness of the CompanyXxxxxx’s internal controls over financial reporting in compliance with provide reasonable assurance regarding the requirements reliability of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over Xxxxxx’s financial reporting prior to and the date hereofpreparation of Willow financial statements for external purposes in accordance with GAAP. Since January 1, management of the Company has 2021, Xxxxxx’s principal executive officer and its principal financial officer have disclosed to the CompanyXxxxxx’s auditors and the audit committee of the Company Willow Board (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyXxxxxx’s ability to record, process, summarize and report financial information information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyXxxxxx’s internal control over financial reportingcontrols. Xxxxxx has made available to Sun all such disclosures made by management to Xxxxxx’s auditors and audit committee from January 1, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior 2021 to the date hereof.
Appears in 1 contract
Samples: Transaction Agreement (WestRock Co)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2016, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any “significant deficiencies deficiencies” and “material weaknesses weaknesses” (as both terms are defined by the Public Company Accounting Oversight Board Interim Standard AU 325 Parts 2 and 3) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board of Directors in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement.
Appears in 1 contract
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2019, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent Company’s auditors or the audit committee of the Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. Company maintains a system of internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or specific authorization, the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of Company’s assets that could have a material effect on its financial statements.
Appears in 1 contract
Samples: Investment Agreement (Ii-Vi Inc)
Internal Controls and Procedures. The Company Ensco has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyEnsco’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Ensco in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyEnsco’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The CompanyEnsco’s management has completed an assessment of the effectiveness of the CompanyEnsco’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, hereof management of the Company Ensco has disclosed to the CompanyEnsco’s auditors and the audit committee of the Company Board of Directors of Ensco (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyEnsco’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyEnsco’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Rowan prior to the date hereof.
Appears in 1 contract
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and its subsidiaries maintain systems of “internal control over financial reporting reporting” (as such terms are defined in paragraphs (eRule 13a-15(f) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under that comply with the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance 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 generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is recorded, processed, summarized permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and reported within appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the time periods specified General Disclosure Package and the Final Offering Memorandum is prepared in accordance with the Commission’s rules and forms guidelines applicable thereto. Except as disclosed in each of the SECGeneral Disclosure Package and the Final Offering Memorandum, and that all such material information is accumulated and communicated to since the end of the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make most recent audited fiscal year, the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Company has completed an assessment of the effectiveness of not identified any material weaknesses or significant deficiencies in the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effectivereporting. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the The Company’s auditors and the audit committee of the board of directors of the Company Board have been advised of: (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 1 contract
Samples: Purchase Agreement (Brocade Communications Systems Inc)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of the Company has completed an its assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2010, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data and (iiB) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Since January 1, 2010, the Company has not identified any material weaknesses in internal controls. There are no facts or circumstances that would prevent its chief executive officer and each such deficiency, weakness chief financial officer from giving the certifications and fraud so disclosed to auditors, if any, has been disclosed to Parent prior attestations required pursuant to the date hereofrules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due.
Appears in 1 contract
Internal Controls and Procedures. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has established and maintains disclosure controls and procedures and been (I) no material weakness in the Company’s internal control over financial reporting (as such terms are defined in paragraphs (ewhether or not remediated) and (f), respectively, of Rule 13a-15 under the Exchange ActII) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company no change in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with that has materially affected, or is reasonably likely to materially affect, the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of Company’s internal controls control over financial reporting prior to the date hereof, management of the Company has disclosed to the reporting. The Company’s auditors and the audit committee Audit Committee of the Company Board of Directors have been advised of: (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect in any material respect the Company’s ability to record, process, summarize, and report financial information data; and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reportingcontrols. The Company and its consolidated Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and each such deficiency, weakness is accumulated and fraud so disclosed to auditors, if any, has been disclosed to Parent prior communicated to the date hereofCompany’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.
Appears in 1 contract
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2005, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors and Parent (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to . As of the date hereofof this Agreement, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.
Appears in 1 contract
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31February 3, 2010 2007, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors and Parent (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (iib) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the Company’s internal control controls over financial reporting. Since February 3, and each such deficiency2007, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofknowledge of the Company, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Restoration Hardware Inc)
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2018, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent’s auditors or the audit committee of the Parent Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ribbon Communications Inc.)
Internal Controls and Procedures. The Company Triarc has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyTriarc’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company Triarc in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyTriarc’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The CompanyTriarc’s management has completed an assessment of the effectiveness of the CompanyTriarc’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 3130, 2010 2007, and such assessment concluded that such controls were effective. Based Triarc has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the CompanyTriarc’s auditors and the audit committee of the Company Board of Directors and to Wendy’s (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the CompanyTriarc’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the CompanyTriarc’s internal control controls over financial reporting. As of the date of this Agreement, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofknowledge of Triarc, Triarc has not identified any significant deficiencies or any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by Triarc or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Triarc.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wendys International Inc)
Internal Controls and Procedures. The Company Wendy’s has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyWendy’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company Wendy’s in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyWendy’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The CompanyWendy’s management has completed an assessment of the effectiveness of the CompanyWendy’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 3130, 2010 2007, and such assessment concluded that such controls were effective. Based Wendy’s has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the CompanyWendy’s auditors and the audit committee of the Company Board of Directors and to Triarc (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the CompanyWendy’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the CompanyWendy’s internal control controls over financial reporting. As of the date of this Agreement, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofknowledge of Wendy’s, Wendy’s has not identified any significant deficiencies or any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by Wendy’s or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Wendy’s.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wendys International Inc)
Internal Controls and Procedures. The Company Lion has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to Lion and the Lion Subsidiaries and as otherwise as required by Rule 13a-15 or 15d-15 under the Exchange Act. The CompanyLion’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Lion in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyLion’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management Except as has completed an assessment not had, and would not reasonably be expected to have, individually or in the aggregate, a Lion Material Adverse Effect, Lion, each Lion Subsidiary and each of the effectiveness of the Company’s internal controls over financial reporting their respective officers and directors in their capacities as such are in compliance with with, and, since the requirements Applicable Date, have complied with, the applicable provisions of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for and the year ended December 31, 2010 and such assessment concluded that such controls were effectiveExchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to for the date hereoffiscal year ending December 31, 2022, Lion’s management of the Company has disclosed to the CompanyLion’s auditors and the audit committee of the Company Lion Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyLion’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyLion’s internal control over financial reporting, . Since the Applicable Date and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofof this Agreement, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with Law, including from any current or former employee of Lion or any Lion Subsidiary regarding questionable accounting, auditing or legal compliance matters have, to the knowledge of Lion, been received by Lion.
Appears in 1 contract
Samples: Transaction Agreement (Livent Corp.)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15 and 15d-15) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission's rules and forms of the SECforms, and that all such material information is accumulated and communicated to the Company’s management '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 disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the Company's consolidated financial statements. The Company’s management has completed an assessment 's disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with 's most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the requirements of Section 404 case may be, that precedes the date of the Xxxxxxxx-Xxxxx Act Disclosure Package and the Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting; (ii) any significant deficiency in the design or operation of its internal control over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s 's ability to record, process, summarize and report financial information and data since the end of the Company's most recent audited fiscal year; or (iiiii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal control over financial reporting. The internal controls are overseen by the Audit Committee of the Board of Trustees of the Company in accordance with the applicable rules of the NYSE. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, and each such deficiencyor is reasonably likely to materially affect, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofCompany's internal control over financial reporting.
Appears in 1 contract
Samples: Underwriting Agreement (Investors Real Estate Trust)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2005, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors and Parent (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the Company’s internal control controls over financial reporting. As of the date of this Agreement, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofknowledge of the Company, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Osi Restaurant Partners, Inc.)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and its subsidiaries maintain systems of "internal control over financial reporting reporting" (as such terms are defined in paragraphs (eRule 13a-15(f) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance comply with the requirements of Section 404 the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee preparation of the Company Board financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance 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 generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorizations and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company's independent auditors have been advised of (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to which could adversely affect in any material respect the Company’s 's ability to record, process, summarize, and report financial information data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal control over financial reporting. Since the date of the most recent evaluation of such controls and procedures, except as described in the Registration Statement and the Prospectus, there have been no significant changes in internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting, including any corrective actions with regard to significant deficiencies and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofmaterial weaknesses.
Appears in 1 contract
Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended Since December 31, 2010 2015, Parent’s principal executive officer and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over principal financial reporting prior to the date hereof, management of the Company has officer have disclosed to the CompanyParent’s auditors and the audit committee of the Company Board board of directors of Parent (ia) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to record, process, summarize and report financial information and (iib) any known fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control controls over financial reporting. Since December 31, and each such deficiency2015, weakness and fraud so disclosed neither Parent nor any Parent Subsidiary has received any material, unresolved, written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or the Parent Subsidiaries or their respective internal accounting controls. Since the enactment of the Xxxxxxxx-Xxxxx Act, none of Parent or any Parent Subsidiary has made any prohibited loans to auditors, if any, has been disclosed to any director or executive officer of Parent prior to (as defined in Rule 3b-7 promulgated under the date hereofExchange Act).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Annaly Capital Management Inc)
Internal Controls and Procedures. The Company Wendy’s has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyWendy’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company Wendy’s in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyWendy’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyWendy’s management has completed an assessment of the effectiveness of the CompanyWendy’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 3130, 2010 2007, and such assessment concluded that such controls were effective. Based Wendy’s has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the CompanyWendy’s auditors and the audit committee of the Company Board of Directors and to Triarc (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the CompanyWendy’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the CompanyWendy’s internal control controls over financial reporting. As of the date of this Agreement, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofknowledge of Wendy’s, Wendy’s has not identified any significant deficiencies or any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by Wendy’s or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Wendy’s.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triarc Companies Inc)
Internal Controls and Procedures. The Company and each of its Subsidiaries has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2019, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls control over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors of the Company, to the knowledge of the Company: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such significant deficiency, material weakness and fraud so disclosed to the Company’s auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KLX Energy Services Holdings, Inc.)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (reporting, as such terms are defined in paragraphs (e) in, and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the fiscal year ended December January 31, 2010 2006, and such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of January 31, 2006. Since January 31, 2006 and through the date hereof, to the Knowledge of the Company, no events, facts or circumstances have occurred, or exist, such that management would not be able to complete its assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the fiscal year ended January 31, 2007, and conclude, after such assessment, that such controls were effective. Based on The principal executive officer and principal financial officer of the Company have made all certifications required by the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. The Company and each of its most recent evaluation Subsidiaries has established and maintains, adheres to and enforces a system of internal controls over financial reporting, which are effective in providing reasonable assurance regarding the reliability of financial reporting prior and the preparation of financial statements (including the Company Financials) for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Board of Directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements of the Company and its Subsidiaries. To the Knowledge of the Company, since the date hereofof the Company’s most recent Form 10-Q filed with the SEC, neither the Company nor any of its Subsidiaries (including any Employee (as defined in Section 2.12(a)), nor the Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other Employees), or (C) any claim or allegation regarding any of the foregoing. In connection with the periods covered by the Company Financials, the Company has disclosed to Parent all deficiencies and weaknesses identified in writing by the Company or the Company’s independent auditors and the audit committee of the Company Board (iwhether current or former) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect utilized by the Company’s ability to report financial information Company and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofits Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
Internal Controls and Procedures. The Company Hyde Park has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyHyde Park’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Hyde Park in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyHyde Park’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Hyde Park has disclosed to the CompanyHyde Park’s auditors and the audit committee of the Company Hyde Park Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyHyde Park’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyHyde Park’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hyde Park Acquisition Corp. II)
Internal Controls and Procedures. The Company Ensco has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyEnsco’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Ensco in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the CompanyEnsco’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyEnsco’s management has completed an assessment of the effectiveness of the CompanyEnsco’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, hereof management of the Company Ensco has disclosed to the CompanyEnsco’s auditors and the audit committee of the Company Board of Directors of Ensco (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyEnsco’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyEnsco’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Rowan prior to the date hereof.
Appears in 1 contract
Samples: Transaction Agreement (Ensco PLC)
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 and Rule 15d-15 under the Exchange ActAct and as necessary to prepare financial statements in conformity with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2017, and such assessment concluded that such controls were effective. Based on the Company’s management’s and its auditor’s most recent recently completed evaluation of the Company’s internal controls control over financial reporting prior to the date hereof, management of the Company has disclosed not identified or been made aware of (a) any “significant deficiencies” or “material weaknesses” (each as defined in Rule 13a-15(f) of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated or (b) any fraud that involves the Company’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries. Since December 31, 2015, the Company’s principal executive officer and its principal financial officer have disclosed, based on their evaluation of internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), to the Company’s auditors and the audit committee of the Company Board of Directors any instances identified by them or of which they have been made aware of “significant deficiencies,” “material weaknesses” or fraud referred to in clauses (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofabove.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Envision Healthcare Corp)
Internal Controls and Procedures. (a) The Company has established established, and the management of the Company maintains and enforces in all material respects, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure the reliability of the Company’s financial reporting, including that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information relating to the Company, including its consolidated Subsidiaries, is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2021, which is the most recent such assessment completed, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company effective and has disclosed to the Company’s auditors and the audit committee of the Company Board not identified (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to (“Internal Controls”) which would adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data and have identified for the Company’s auditors any material weakness in Internal Controls and/or (ii) any actual fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to Internal Controls. The Company is in is in compliance in all material respects with the date hereofapplicable provisions of the Xxxxxxxx-Xxxxx Act.
Appears in 1 contract
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15 and 15d-15) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms of the SECforms, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the Company’s consolidated financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q which precedes the requirements of Section 404 date of the Xxxxxxxx-Xxxxx Act Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The internal controls are overseen by the Audit Committee of the Board of Trustees of the Company in accordance with the applicable rules of NASDAQ. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, and each such deficiencyor is reasonably likely to materially affect, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofCompany’s internal control over financial reporting.
Appears in 1 contract
Samples: Investors Real Estate Trust
Internal Controls and Procedures. (a) The Company has established and maintains “disclosure controls and procedures procedures” and “internal control controls over financial reporting reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act Act. The principal executive officer and principal financial officer of 2002 (the “Company have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and Rule 13a-15 under the Exchange Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2015, and such assessment concluded that such controls were effective. Based on its most recent evaluation To the Knowledge of internal controls over financial reporting prior the Company, from December 31, 2013 to the date hereof, management of the Company has disclosed not failed to disclose to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.
Appears in 1 contract
