Accounting and Internal Controls. (i) The records, systems, controls, data and information of Nara 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 Nara 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 described in the following clause. (ii) Nara and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (iii) Nara has (A) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures are effective to ensure that (1) all information required to be disclosed by Nara in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) all such information is accumulated and communicated to Nara’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure and (B) disclosed, based on its most recent evaluation prior to the date hereof, to Nara’s auditors and the audit committee of the Nara Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Nara’s ability to record, process, summarize and report financial data and have identified for Nara’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Nara’s internal controls. Nara has made available to Center Financial a summary of any such disclosure made by management to Nara’s auditors and audit committee since December 31, 2007. (iv) Since December 31, 2007, neither Nara nor any of its Subsidiaries or, to the knowledge of Nara, any director, officer, employee, auditor, accountant or representative of Nara 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 Nara or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Nara or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 2 contracts
Samples: Merger Agreement (Nara Bancorp Inc), Merger Agreement (Center Financial Corp)
Accounting and Internal Controls. (i) The records, systems, controls, data and information of Nara WIBC 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 Nara WIBC or its Subsidiaries (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which that would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in the following clause.
(ii) Nara WIBC and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary (i) to permit the preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and (ii) to maintain asset accountabilityaccountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(iii) Nara WIBC has (A) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures are effective reasonably designed to ensure provide that (1) all information required to be disclosed by Nara WIBC in the reports it files under the Exchange Act and all information disseminated by WIBC to its holders of WIBC Common Stock is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) all such information is accumulated and communicated to NaraWIBC’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure and (B) disclosed, based on its most recent evaluation prior to the date hereof, to NaraWIBC’s auditors and the audit committee of the Nara Board board of directors of WIBC (the “WIBC Board”)
(1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect NaraWIBC’s ability to record, process, summarize and report financial data and have identified for NaraWIBC’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in NaraWIBC’s internal controls. Nara WIBC has made available to Center Financial BBCN a summary of any such disclosure made by management to NaraWIBC’s auditors and audit committee since December 31, 20072012.
(iv) Since December 31, 20072012, neither Nara WIBC nor any of its Subsidiaries or, to the knowledge of NaraWIBC, any director, officer, employee, auditor, accountant or representative of Nara WIBC 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 Nara WIBC or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Nara WIBC or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 2 contracts
Samples: Merger Agreement (BBCN Bancorp Inc), Merger Agreement (Wilshire Bancorp Inc)
Accounting and Internal Controls. (i) The records, systems, controls, data and information of Nara BBCN 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 Nara BBCN or its Subsidiaries (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which that would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in the following clause.
(ii) Nara BBCN and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary (i) to permit the preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and (ii) to maintain asset accountabilityaccountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(iii) Nara BBCN has (A) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures are effective reasonably designed to ensure provide that (1) all information required to be disclosed by Nara BBCN in the reports it files under the Exchange Act and all information disseminated by BBCN to its holders of BBCN Common Stock is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) all such information is accumulated and communicated to NaraBBCN’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure and (B) disclosed, based on its most recent evaluation prior to the date hereof, to NaraBBCN’s auditors and the audit committee of the Nara BBCN Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect NaraBBCN’s ability to record, process, summarize and report financial data and have identified for NaraBBCN’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in NaraBBCN’s internal controls. Nara BBCN has made available to Center Financial WIBC a summary of any such disclosure made by management to NaraBBCN’s auditors and audit committee since December 31, 20072012.
(iv) Since December 31, 20072012, neither Nara BBCN nor any of its Subsidiaries or, to the knowledge of NaraBBCN, any director, officer, employee, auditor, accountant or representative of Nara BBCN 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 Nara BBCN or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Nara BBCN or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 2 contracts
Samples: Merger Agreement (Wilshire Bancorp Inc), Merger Agreement (BBCN Bancorp Inc)
Accounting and Internal Controls. (i) The records, systems, controls, data and information of Nara Center Financial 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 Nara Center Financial 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 described in the following clause.
(ii) Nara Center Financial and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(iii) Nara Center Financial has (A) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures are effective to ensure that (1) all information required to be disclosed by Nara Center Financial in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) all such information is accumulated and communicated to NaraCenter Financial’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure and (B) disclosed, based on its most recent evaluation prior to the date hereof, to NaraCenter Financial’s auditors and the audit committee of the Nara Board board of directors of Center Financial (the “Center Financial Board”)
(1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect NaraCenter Financial’s ability to record, process, summarize and report financial data and have identified for NaraCenter Financial’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in NaraCenter Financial’s internal controls. Nara Center Financial has made available to Center Financial Nara a summary of any such disclosure made by management to NaraCenter Financial’s auditors and audit committee since December 31, 2007.
(iv) Since December 31, 2007, neither Nara Center Financial nor any of its Subsidiaries or, to the knowledge of NaraCenter Financial, any director, officer, employee, auditor, accountant or representative of Nara Center Financial 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 Nara Center Financial or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Nara Center Financial or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 2 contracts
Samples: Merger Agreement (Nara Bancorp Inc), Merger Agreement (Center Financial Corp)