Common use of Disclosure Controls and Procedures and Internal Control Over Financial Reporting Clause in Contracts

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. Parent has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Except as disclosed in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as of December 31, 2007, there were no “material weaknesses” in Parent’s or any of its Subsidiaries’ internal controls as contemplated under Section 404 of the Xxxxxxxx-Xxxxx Act. Parent has disclosed in its Quarterly Report on Form 10-Q for its quarter ended March 31, 2008 any change in its internal control over financial reporting that occurred during the period covered by such report that has materially affected, or is reasonably likely to materially affect Parent’s internal control over financial reporting. Parent has disclosed, based on the most recent evaluation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Parent’s auditors and the audit committee of the Board of Directors of Parent (a) any significant deficiencies in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and has identified for Parent’s auditors and audit committee of the Board of Directors of Parent any material weaknesses in its internal control over financial reporting and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Since the date of Parent’s most recent evaluation of internal control over financial reporting, to the Knowledge of Parent, no facts or circumstances have arisen or occurred that would be required to be disclosed to Parent’s auditors or Parent’s audit committee regarding (i) a significant deficiency in the design or operation of its internal control over financial reporting, (ii) a material weakness in its internal control over financial reporting or (iii) fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.

Appears in 2 contracts

Samples: Transaction Agreement (Virgin Mobile USA, Inc.), Transaction Agreement (Sk Telecom Co LTD)

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Disclosure Controls and Procedures and Internal Control Over Financial Reporting. Parent Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e13a-14(c) and 15d-15(e15d-14(c) of the Exchange Act) that are designed to ensure provide reasonable assurance that information (both financial and non-financial) required to be disclosed by Parent Company in the reports that it files or submits 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 information is accumulated and communicated to ParentCompany’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent Company required under the Exchange Act with respect to such reports. Except as disclosed in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as As of December 31, 20072006, there were no “material weaknesses” in ParentCompany’s or any of its the Company Subsidiaries’ internal controls as contemplated under Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act. Parent has disclosed in its Quarterly Report on Form 10-Q for its quarter ended March 31, 2008 any change in its internal control over financial reporting that occurred during the period covered by such report that has materially affected, or is reasonably likely to materially affect Parent’s internal control over financial reporting. Parent Company has disclosed, based on the most recent evaluation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act)) by its chief executive officer and chief financial officer, to ParentCompany’s auditors and the audit committee of the Company Board of Directors of Parent (a) any significant deficiencies in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect ParentCompany’s ability to record, process, summarize and report financial information and has identified for Parentthe Company’s auditors and audit committee of the Company Board of Directors of Parent any material weaknesses in its internal control over financial reporting and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in ParentCompany’s internal control over financial reporting. Since the date of ParentCompany’s most recent evaluation of internal control over financial reporting, to the Knowledge knowledge of ParentCompany, no facts or circumstances have arisen or occurred that would be required to be disclosed to ParentCompany’s auditors or ParentCompany’s audit committee regarding (ix) a significant deficiency in the design or operation of its internal control over financial reporting, (iiy) a material weakness in its internal control over financial reporting or (iiiz) fraud, whether or not material, that involves management or other employees who have a significant role in ParentCompany’s internal control over financial reporting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quanta Services Inc)

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Disclosure Controls and Procedures and Internal Control Over Financial Reporting. Parent has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e13a-14(c) and 15d-15(e15d-14(c) of the Exchange Act) that are designed to ensure provide reasonable assurance that information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Except as disclosed in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as As of December 31, 20072006, there were no “material weaknesses” in Parent’s or any of its the Parent Subsidiaries’ internal controls as contemplated under Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act. Parent has disclosed in its Quarterly Report on Form 10-Q for its quarter ended March 31, 2008 any change in its internal control over financial reporting that occurred during the period covered by such report that has materially affected, or is reasonably likely to materially affect Parent’s internal control over financial reporting. Parent has disclosed, based on the most recent evaluation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act)) by its chief executive officer and chief financial officer, to Parent’s auditors and the audit committee of the Parent Board of Directors of Parent (a) any significant deficiencies in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and has identified for the Parent’s auditors and audit committee of the Parent Board of Directors of Parent any material weaknesses in its internal control over financial reporting and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Since the date of Parent’s most recent evaluation of internal control over financial reporting, to the Knowledge knowledge of Parent, no facts or circumstances have arisen or occurred that would be required to be disclosed to Parent’s auditors or Parent’s audit committee regarding (ix) a significant deficiency in the design or operation of its internal control over financial reporting, (iiy) a material weakness in its internal control over financial reporting or (iiiz) fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quanta Services Inc)

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