Common use of Accounting Controls and Disclosure Controls Clause in Contracts

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit 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. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 15 contracts

Samples: Distribution Agreement (Jefferies Group Capital Finance Inc.), Purchase Agreement (Jefferies Group LLC), Purchase Agreement (Jefferies Group LLC)

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Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Partnership Entities maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the CompanyPartnership’s most recent audited fiscal year, there has been (I) no material weakness in the CompanyPartnership’s internal control over financial reporting (whether or not remediated) and (II) no change in the CompanyPartnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyPartnership’s internal control over financial reporting. The Company and its consolidated subsidiaries Partnership Entities employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company Partnership in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the CompanyPartnership’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 12 contracts

Samples: Underwriting Agreement (Navios Maritime Partners L.P.), Underwriting Agreement (Navios Maritime Partners L.P.), Underwriting Agreement (Navios Maritime Partners L.P.)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the amounts recorded accountability on the Company’s consolidated balance sheet for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 9 contracts

Samples: Underwriting Agreement (Northern Trust Corp), Underwriting Agreement (Northern Trust Corp), Underwriting Agreement (Northern Trust Corp)

Accounting Controls and Disclosure Controls. The Company Each of the Company, the Operating Partnership and each of its subsidiaries maintain their Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement and the Prospectus, since the end date of the Company’s most recent audited fiscal yearformation, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ Subsidiaries maintain disclosure controls and procedures that are effective to perform the functions for which they were established and are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 9 contracts

Samples: Equity Distribution Agreement (Pebblebrook Hotel Trust), Equity Distribution Agreement (Pebblebrook Hotel Trust), Equity Distribution Agreement (Pebblebrook Hotel Trust)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the amounts recorded accountability on the Company’s consolidated balance sheet for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 9 contracts

Samples: Underwriting Agreement (Northern Trust Corp), Underwriting Agreement (Northern Trust Corp), Underwriting Agreement (Northern Trust Corp)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting). The Company and each of its consolidated subsidiaries employ maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 9 contracts

Samples: Underwriting Agreement (Wintrust Financial Corp), Underwriting Agreement (Wintrust Financial Corp), Underwriting Agreement (Finjan Holdings, Inc.)

Accounting Controls and Disclosure Controls. The Company and each of together with its consolidated subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and together with its consolidated subsidiaries employ employs disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 8 contracts

Samples: Purchase Agreement (Alliant Energy Corp), Purchase Agreement (Alliant Energy Corp), Purchase Agreement (Alliant Energy Corp)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 7 contracts

Samples: Purchase Agreement (Opentable Inc), Purchase Agreement (Opentable Inc), Atm Equity Offering Sales Agreement (Stifel Financial Corp)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since Since the end of the Company’s most recent audited fiscal year, there has been the Company is not aware of any (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 7 contracts

Samples: Capital on Demand Sales Agreement (aTYR PHARMA INC), At the Market Equity Offering Sales Agreement (Momenta Pharmaceuticals Inc), Capital on Demand Sales Agreement (aTYR PHARMA INC)

Accounting Controls and Disclosure Controls. The Company Each of the Company, the Operating Partnership and each of its their subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end date of the Company’s most recent audited fiscal yearformation, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ maintain disclosure controls and procedures that are effective to perform the functions for which they were established and are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 7 contracts

Samples: Purchase Agreement (Pebblebrook Hotel Trust), Purchase Agreement (Pebblebrook Hotel Trust), Purchase Agreement (Pebblebrook Hotel Trust)

Accounting Controls and Disclosure Controls. (A) The Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . (B) The Company and its consolidated subsidiaries employ employs disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and the principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 6 contracts

Samples: Purchase Agreement (Orexigen Therapeutics, Inc.), Underwriting Agreement (Idenix Pharmaceuticals Inc), Purchase Agreement (Orexigen Therapeutics, Inc.)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 5 contracts

Samples: Purchase Agreement (DCT Industrial Trust Inc.), Purchase Agreement (DCT Industrial Trust Inc.), Purchase Agreement (DCT Industrial Trust Inc.)

Accounting Controls and Disclosure Controls. (A) The Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aw) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bx) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cy) access to assets is permitted only in accordance with management’s general or specific authorization; and (dz) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . (B) The Company and its consolidated subsidiaries employ employs disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and the principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 5 contracts

Samples: Underwriting Agreement (Arqule Inc), Underwriting Agreement (Arqule Inc), Underwriting Agreement (Transcept Pharmaceuticals Inc)

Accounting Controls and Disclosure Controls. The Company Company, the Operating Partnership and each of its subsidiaries the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company Company, the Operating Partnership and its consolidated subsidiaries the Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 5 contracts

Samples: At the Market Issuance Sales Agreement (Ashford Hospitality Trust Inc), At the Market Issuance Sales Agreement (Aimco Properties Lp), Equity Distribution Agreement (Aimco Properties Lp)

Accounting Controls and Disclosure Controls. (A) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . (B) The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and the principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 3 contracts

Samples: Purchase Agreement (Iconix Brand Group, Inc.), Underwriting Agreement (Iconix Brand Group, Inc.), Purchase Agreement (Iconix Brand Group, Inc.)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries the Significant Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 2 contracts

Samples: Placement Agency Agreement (Bryn Mawr Bank Corp), Placement Agency Agreement (Valley National Bancorp)

Accounting Controls and Disclosure Controls. (a) The Company and each of its subsidiaries Subsidiaries (other than ASA) maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s 's general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s 's general or specific authorization; and (d4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s 's most recent audited fiscal year, there has been (I) no material weakness in the Company’s 's internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s 's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s 's internal control over financial reporting. . (b) The Company and its consolidated subsidiaries Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s 's rules and forms, and is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 2 contracts

Samples: Purchase Agreement (Skywest Inc), Purchase Agreement (Skywest Inc)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (ai) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (ciii) access to assets is permitted only in accordance with management’s general or specific authorization; and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (IA) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (IIB) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 2 contracts

Samples: At the Market Equity Offering Sales Agreement (Viking Therapeutics, Inc.), At the Market Equity Offering Sales Agreement (Viking Therapeutics, Inc.)

Accounting Controls and Disclosure Controls. The Company LATA and each of its subsidiaries maintain Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and 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. Except as described in Since the Prospectus, since the end date of the CompanyLATA’s most recent audited fiscal yearformation, there has been (Ii) no material weakness in the CompanyLATA’s internal control over financial reporting (whether or not remediated) and (IIii) no change in the CompanyLATA’s internal control over financial reporting that has materially affected, or is would reasonably be likely to materially affect, the CompanyLATA’s internal control over financial reporting. The Company LATA and each of its consolidated subsidiaries employ Subsidiaries maintain disclosure controls and procedures that that, in all material respects, are effective to perform the functions for which they were established and are designed to ensure that information required to be disclosed by the Company LATA in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms, and is accumulated and communicated to the CompanyLATA’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 2 contracts

Samples: Master Contribution and Assignment Agreement (Landmark Apartment Trust of America, Inc.), Master Contribution and Assignment Agreement (Landmark Apartment Trust of America, Inc.)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries ABC maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (ai) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (ciii) access to assets is permitted only in accordance with management’s general or specific authorization; and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (IA) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (IIB) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries ABC employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: At the Market Equity Offering Sales Agreement (Biospecifics Technologies Corp)

Accounting Controls and Disclosure Controls. The As of December 31, 2010, the Company and each of its subsidiaries maintain maintained a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since Since the end of the Company’s most recent audited fiscal yearyear through the Closing Time, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (Danaher Corp /De/)

Accounting Controls and Disclosure Controls. (A) The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (ai) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cii) access to assets is permitted only in accordance with management’s general or specific authorization; and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . (B) The Company and its consolidated subsidiaries Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Sales Agreement (DryShips Inc.)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a‑15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting). The Company and each of its consolidated subsidiaries employ maintain an effective system of disclosure controls and procedures (as defined in Rule 13a‑15 under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Wintrust Financial Corp)

Accounting Controls and Disclosure Controls. (A) The Company and each of its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aw) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bx) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cy) access to assets is permitted only in accordance with management’s general or specific authorization; and (dz) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . (B) The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and the principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Cyclacel Pharmaceuticals, Inc.)

Accounting Controls and Disclosure Controls. The Company Company, the Operating Partnership and each of its their respective subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company Company, the Operating Partnership and its consolidated their respective subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or of submits under the 1934 Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Atm Equity Offering Sales Agreement (Retail Opportunity Investments Corp)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the ProspectusDisclosure Package and the Final Offering Memorandum, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (Coherent Inc)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described disclosed in the Prospectus, the Registration Statement or the General Disclosure Package, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: At the Market Equity Offering Sales Agreement (Discovery Laboratories Inc /De/)

Accounting Controls and Disclosure Controls. The As of December 31, 2008, the Company and each of its subsidiaries maintain has maintained a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since Since the end of the Company’s most recent audited fiscal yearyear through the Closing Time, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (Danaher Corp /De/)

Accounting Controls and Disclosure Controls. (A) The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (ai) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (ciii) access to assets is permitted only in accordance with management’s general or specific authorization; and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since Since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . (B) The Company and its consolidated subsidiaries Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Sales Agreement (DryShips Inc.)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described disclosed in the Registration Statement, General Disclosure Package, and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (General Cable Corp /De/)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Allegiant Travel CO)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (ai) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountabilityaccountability for assets; (ciii) access to assets is permitted only in accordance with management’s general or specific authorization; and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act and the rules and regulations of the New York Stock Exchange is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsforms of the Commission and the New York Stock Exchange, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Lan Airlines SA)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s 's general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s 's general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s 's most recent audited fiscal year, there has been (I1) no material weakness in the Company’s 's internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s 's internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s 's internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s 's rules and forms, and is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (Alleghany Corp /De)

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Accounting Controls and Disclosure Controls. The Each of the Company and each of its subsidiaries maintain the Significant Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Preliminary Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (Ii) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (IIii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Nucor Corp)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Senior Notes Purchase Agreement (Bj Services Co)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizations; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediatedremedied) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Lmi Aerospace Inc)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package, and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: At the Market Equity Offering Sales Agreement (FutureFuel Corp.)

Accounting Controls and Disclosure Controls. The Company Trust and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the CompanyTrust’s most recent audited fiscal year, there has been (I1) no material weakness in the CompanyTrust’s internal control over financial reporting (whether or not remediated) and (II2) no change in the CompanyTrust’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyTrust’s internal control over financial reporting. The Company Trust and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company Trust in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the CompanyTrust’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Atm Equity Offering Sales Agreement (Universal Health Realty Income Trust)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) expenditures are being made in accordance with management’s general or specific authorization; (4) access to assets is permitted only in accordance with management’s general or specific authorization; and (d5) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) to the Company’s knowledge, no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and does not, to its consolidated subsidiaries employ knowledge, currently have any significant deficiencies in its internal control over financial reporting that are reasonably likely to result in a material weakness. The Company employs disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Cousins Properties Inc)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Atm Equity Offering Sales Agreement (CapLease, Inc.)

Accounting Controls and Disclosure Controls. (A) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the ProspectusOffering Memorandum, since the end of the Company’s most recent audited fiscal year, there has been (Ix) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (IIy) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . (B) The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 Act (the “1934 Act”) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (Cyberonics Inc)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that assurances that: (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Home Properties Inc)

Accounting Controls and Disclosure Controls. The Company ATA and each of its subsidiaries maintain Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in Since the Prospectus, since the end date of the CompanyATA’s most recent audited fiscal yearformation, there has been (I1) no material weakness in the CompanyATA’s internal control over financial reporting (whether or not remediated) and (II2) no change in the CompanyATA’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyATA’s internal control over financial reporting. The Company ATA and each of its consolidated subsidiaries employ Subsidiaries maintain disclosure controls and procedures that are effective to perform the functions for which they were established and are designed to ensure that information required to be disclosed by the Company ATA in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms, and is accumulated and communicated to the CompanyATA’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Master Contribution and Recapitalization Agreement (Landmark Apartment Trust of America, Inc.)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since Since the end of the Company’s most recent audited fiscal year, there has been the Company is not aware of any (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and or (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: At the Market Equity Offering Sales Agreement (Ra Pharmaceuticals, Inc.)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit 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. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Jefferies Group Inc /De/)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s 's general or specific authorizations; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountability; (cC) access to assets is permitted only in accordance with management’s 's general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statements, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Georesources Inc)

Accounting Controls and Disclosure Controls. (i) The Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . (ii) The Company and its consolidated subsidiaries employ employs disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and the principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Orexigen Therapeutics, Inc.)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (ai) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (ciii) access to assets is permitted only in accordance with management’s general or specific authorization; and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries Subsidiaries employ disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Equity Distribution Agreement (Endologix Inc /De/)

Accounting Controls and Disclosure Controls. (A) The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aw) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bx) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cy) access to assets is permitted only in accordance with management’s general or specific authorization; and (dz) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . (B) The Company and its consolidated subsidiaries employ employs disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and the principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Underwriting Agreement (Chelsea Therapeutics International, Ltd.)

Accounting Controls and Disclosure Controls. As of September 30, 2007, The Company and each of its subsidiaries maintain has maintained a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal yearyear through the Closing Time, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (Danaher Corp /De/)

Accounting Controls and Disclosure Controls. (A) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the ProspectusDisclosure Package and Final Offering Memorandum, since the end of the Company’s most recent audited fiscal year, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . (B) The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and the principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (Iconix Brand Group, Inc.)

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (Alesco Financial Inc)

Accounting Controls and Disclosure Controls. The As of September 30, 2007, the Company and each of its subsidiaries maintain has maintained a system of internal accounting controls sufficient to provide reasonable assurance assurances that (a1) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (b2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (c3) access to assets is permitted only in accordance with management’s general or specific authorization; and (d4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal yearyear through the Closing Time, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (Danaher Corp /De/)

Accounting Controls and Disclosure Controls. The Each of the Company and each of its subsidiaries maintain the Operating Partnership maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (aA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset accountabilityaccountability for assets; (cC) access to assets is permitted only in accordance with management’s general or specific authorization; and (dD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end date of the Company’s most recent audited fiscal yearformation, there has been (I1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Each of the Company and its consolidated subsidiaries employ the Operating Partnership maintains disclosure controls and procedures that are effective to perform the functions for which they were established and are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Appears in 1 contract

Samples: Purchase Agreement (Pebblebrook Hotel Trust)

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