Common use of Accounting and Internal Controls Clause in Contracts

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Seller 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 Seller or its Subsidiaries (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls of Seller. (b) Since December 31, 2014, neither Seller nor any of its Subsidiaries or, to the knowledge of Seller, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries, has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Seller or any of its Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Seller First Century 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 Seller First Century or its Subsidiaries (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls of SellerFirst Century. (b) Since December 31, 20142012, neither Seller First Century nor any of its Subsidiaries or, to the knowledge of SellerFirst Century, any director, officer, employee, auditor, accountant or representative of Seller First Century or any of its Subsidiaries, Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Seller First Century or any of its Subsidiaries or their internal accounting controlscontrol over financial reporting, including any complaint, allegation, assertion or claim that Seller First Century or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Seller Tammcorp 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 Seller Tammcorp or its Subsidiaries (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls of SellerTammcorp. (b) Since December 31, 20142013, neither Seller Tammcorp nor any of its Subsidiaries or, to the knowledge of SellerTammcorp, any director, officer, employee, auditor, accountant or representative of Seller Tammcorp or any of its Subsidiaries, has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Seller Tammcorp or any of its Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that Seller Tammcorp or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Seller 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 Seller Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls of Sellerdescribed in the following sentence. (b) Since December 31, 20142010 (A) except as Previously Disclosed, neither Seller Company nor any of its Subsidiaries ornor, to the knowledge of SellerCompany’s Knowledge, any director, officer, employee, auditor, accountant or representative of Seller it or any of its Subsidiaries, Subsidiaries has received or has otherwise had or obtained knowledge Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Seller Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Seller Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (ai) The records, systems, controls, data and information of Seller PSC 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 Seller PSC or its Subsidiaries (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls of SellerPSC. (bii) Since December 31, 20142010, neither Seller PSC nor any of its Subsidiaries or, to the knowledge of SellerPSC, any director, officer, employee, auditor, accountant or representative of Seller PSC or any of its Subsidiaries, has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Seller PSC or any of its Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that Seller PSC or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Seller 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 Seller Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls of Sellerdescribed in the following sentence. (b) Since December 31, 20142012 (A) except as Previously Disclosed, neither Seller Company nor any of its Subsidiaries ornor, to the knowledge of SellerCompany’s Knowledge, any director, officer, employee, auditor, accountant or representative of Seller it or any of its Subsidiaries, Subsidiaries has received or has otherwise had or obtained knowledge Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Seller Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Seller Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (a) The records, systems, controls, data and information of Seller Legacy 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 Seller Legacy or its Subsidiaries (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls of SellerLegacy. (b) Since December 31, 20142010, neither Seller Legacy nor any of its Subsidiaries or, to the knowledge of SellerLegacy, any director, officer, employee, auditor, accountant or representative of Seller Legacy or any of its Subsidiaries, Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Seller Legacy or any of its Subsidiaries or their internal accounting controlscontrol over financial reporting, including any complaint, allegation, assertion or claim that Seller Legacy or any of its Subsidiaries has engaged in questionable accounting or auditing practices.