Common use of Accounting and Internal Controls Clause in Contracts

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Purchaser and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Purchaser or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in the following sentence. Purchaser and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Purchaser has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to Purchaser and its Subsidiaries is made known to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure and to allow it to make certifications that would be required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, if applicable.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Emclaire Financial Corp), Agreement and Plan of Merger (Emclaire Financial Corp), Agreement and Plan of Merger (Cortland Bancorp Inc)

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Accounting and Internal Controls. (a) The records, systems, controls, data and information of Purchaser and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Purchaser or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Purchaser and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Purchaser has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to Purchaser and its Subsidiaries is made known to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure and to allow it to make certifications that would be required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, if applicable.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Farmers National Banc Corp /Oh/), Agreement and Plan of Merger (Farmers National Banc Corp /Oh/), Agreement and Plan of Merger (Farmers National Banc Corp /Oh/)

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Purchaser Xxxxxx and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Purchaser Xxxxxx or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected likely to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Purchaser Xxxxxx and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Purchaser Xxxxxx has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to Purchaser Xxxxxx and its Subsidiaries is made known to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure and to allow it to make the certifications that would be required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, if applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Hudson City Bancorp Inc)

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Purchaser Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Purchaser Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive nonexclusive ownership and non-direct nondirect control that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described below in the following sentencethis Section 3.23(a). Purchaser Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Purchaser Company has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to Purchaser Company and its Subsidiaries is made known to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure and to allow it to make the certifications that would be required by the Exchange Act and Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, if applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (West Coast Bancorp /New/Or/), Agreement and Plan of Merger (Columbia Banking System Inc)

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Accounting and Internal Controls. (a) The records, systems, controls, data and information of Purchaser and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Purchaser or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive nonexclusive ownership and non-direct nondirect control that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described below in the following sentencethis Section 4.20(a). Purchaser and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Purchaser has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to Purchaser and its Subsidiaries is made known to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure and to allow it to make the certifications that would be required by the Exchange Act and Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, if applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Columbia Banking System Inc), Agreement and Plan of Merger (West Coast Bancorp /New/Or/)

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Purchaser and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Purchaser or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-non- Table of Contents direct control that would not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following sentence. Purchaser and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Purchaser has designed and implemented disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to Purchaser and its Subsidiaries is made known to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure and to allow it to make certifications that would be required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, if applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Farmers National Banc Corp /Oh/)

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