Material Weaknesses Sample Clauses

Material Weaknesses. Except as described in the Company SEC Reports, the Company is not aware of any circumstances that in its judgment constitute material weaknesses in its internal control over financial reporting, and the Company has not received any written notice from its auditors indicating that they believe a material weakness in the Company’s internal controls exists, other than as disclosed in the Company SEC Reports.

Material Weaknesses. Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus, there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect 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 controls over financial reporting.

Material Weaknesses. The material weaknesses set forth below existed at December 31, 2007, as to the Borrowers. Following a corporate reorganization effective January 1, 2008, whereby the members of each of the Borrowers transferred all of their respective membership interests in the Borrowers to Parent in exchange for all of the outstanding membership interests in Parent, the material weaknesses set forth below became applicable to the Parent. In addition, such material weaknesses will also be applicable to any New Parent. Material weaknesses: (a) Parent did not maintain an appropriate accounting and financial reporting organizational structure to support the activities of the Borrowers. Specifically, Parent did not maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training to ensure the proper selection, application and implementation of U.S. GAAP or Canadian GAAP. (b) Parent did not maintain effective controls over the preparation and review of the combined financial statements and disclosures. Specifically, effective controls were not designed and in place around (i) the recording of period-end adjustments and accruals necessary to ensure the completeness, accuracy and valuation of the combined accounts, and (ii) the oversight and review of the combined financial statements and disclosures. This material weakness resulted in audit adjustments affecting substantially all of the financial statement accounts and disclosures of the Borrowers 2005, 2006 and 2007 combined financial statements and resulted in a prior restatement of the combined statements of cash flows for the years ended December 31, 2005 and 2006. (c) Parent did not maintain effective controls over revenue. Specifically, Parent did not maintain effective controls over the cut-off and completeness of unbilled fluid logistics revenue and associated accounts receivable. This control deficiency resulted in a prior restatement of the Borrowers’ 2005 and 2006 combined financial statements. (d) Parent did not maintain effective control over accounts payable. Specifically, Parent did not maintain effective controls over cut-off and completeness of accounts payable and associated expenses and capital expenditures. (e) Parent did not maintain effective control over recording of invoices to the proper accounts in the general ledger, including the determination of capital and expense items. (f) Parent did not maintain effective control over its “OTE” (Accounting...