Accounting and Internal Controls. (i) It 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. It 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 it 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 make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (ii) It has Previously Disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its board of directors: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Caesars Acquisition Co), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
Accounting and Internal Controls. (ia) It 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. It 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 it 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 make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.
(iib) It has Previously Disclosedpreviously disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its board of directors: directors (Ai) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting.
Appears in 2 contracts
Samples: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (CAESARS ENTERTAINMENT Corp)