Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 2 contracts
Samples: Underwriting Agreement (Americold Realty Trust), Atm Equity Offering Sales Agreement (Americold Realty Operating Partnership, L.P.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules Rule 13a-15 and Rule 15d-15 of under the 1934 Act RegulationsExchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (Ai) transactions are executed in accordance with management’s general or specific authorization; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (Ciii) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (Ev) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) 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’s auditors of the Company and the Audit Committee of the Board board of Trustees directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting that have adversely affected, affected or are reasonably likely to adversely affect, affect the Company’s ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting of the Company and its subsidiariesreporting. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of under the 1934 Act RegulationsExchange 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 2 contracts
Samples: Underwriting Agreement (American Assets Trust, L.P.), Underwriting Agreement (American Assets Trust, L.P.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: assurance that (Ai) transactions are executed in accordance with management’s general or specific authorization; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; The Company has established and maintains and evaluates “disclosure controls and procedures” (E) as such term is defined in Rule 13a-15 and 15d-15 under the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated0000 Xxx) and (2) 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 ” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Co-Chief Executive Officers and its chief financial officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s independent auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses deficiencies, if any, in the design or operation of internal control over financial reporting that have controls which could adversely affected, or are reasonably likely to adversely affect, affect the Company’s ability of the Company and its subsidiaries to record, process, summarize and report financial informationdata; and (ii) any all fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officers (as defined in Rules 13a-15 or their equivalents) and 15d-15 principal financial officers (or their equivalents) of the 1934 Act Regulations) that are designed to ensure that information Company have made all certifications required to be disclosed by the Company in Xxxxxxxx-Xxxxx Act of 2002 (the reports that it files or submits under the 1934 Act is recorded, processed, summarized “Xxxxxxxx-Xxxxx Act”) and reported, within the time periods specified in any related rules and regulations promulgated by the Commission’s rules and forms, and is accumulated the statements contained in each such certification are complete and communicated to correct; the Company, the subsidiaries and the Company’s managementdirectors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act, including its principal executive officer or officers Section 402 related to loans and principal financial officer or officers, as appropriate, Sections 302 and 906 related to allow timely decisions regarding disclosurecertifications and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder.
Appears in 2 contracts
Samples: Purchase Agreement (American Financial Group Inc), Senior Notes Purchase Agreement (American Financial Group Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries (A) make and keep accurate books and records and (B) maintain effective internal control over financial reporting (as defined under Rules 13a-15 Rule 13-a15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A1) transactions are executed in accordance with management’s general or specific authorization; , (B2) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; , (C3) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; , and (D4) the recorded accountability for the Company’s assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) . Since the interactive data in eXtensible Business Reporting Language included or incorporated by reference Company’s incorporation, except as disclosed in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 yearFinal Offering Memorandum, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) no change in the Company’s internal control over financial reporting that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The auditors Since the date of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees most recent audited financial statements of the Company, have except as disclosed in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, the Company has not been advised of: of (iA) all any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting controls that have could adversely affected, or are reasonably likely to adversely affect, affect the ability of the Company and its subsidiaries to record, process, summarize and report financial information; data, and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting controls of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 2 contracts
Samples: Purchase Agreement (Innovative Industrial Properties Inc), Purchase Agreement (Innovative Industrial Properties Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules in Rule 13a-15 and Rule 15d-15 of under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no significant deficiency or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of 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 2 contracts
Samples: Underwriting Agreement (National Health Investors Inc), Underwriting Agreement (National Health Investors Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. The Company and each of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company and its subsidiaries Subsidiaries maintain (a) effective internal control controls over financial reporting (as defined under Rules Rule 13a-15 and Rule 15d-15 under the rules and regulations of the 1934 Act RegulationsCommission under the Exchange Act) and (b) a system of internal accounting controls sufficient to provide reasonable assurances that: assurance that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2ii) 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’s auditors of the Company and the Audit Committee of the Board board of Trustees directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting that have adversely affected, affected or are reasonably likely to adversely affect, affect the Company’s ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 disclosurereporting.
Appears in 2 contracts
Samples: Underwriting Agreement (Independence Realty Trust, Inc), Underwriting Agreement (Independence Realty Trust, Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of The Company and its subsidiaries (i) have taken all necessary actions to ensure that, within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019time period required under applicable law, the Company and its subsidiaries will maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and (ii) currently maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 2 contracts
Samples: Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed described in Item 9A. the Registration Statement, the General Disclosure Package and the Prospectus, including any document incorporated by reference therein, each of the Company’s Annual Report on Form 10-K for Transaction Entities and the year ended December 31Subsidiaries (i) have taken all necessary actions to ensure that, 2019within the time period required, the Company Transaction Entities and its subsidiaries the Subsidiaries will maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act RegulationsRegulations and (ii) and currently maintain a system of internal controls (or operate under the Company’s system of internal accounting controls controls) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Companyeither Transaction Entity’s internal control over financial reporting (whether or not remediated) and (2) no change in the Companyeither Transaction Entity’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Companyeither Transaction Entity’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries the Subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiariesthe Subsidiaries. The Company and its subsidiaries maintain an effective the Subsidiaries have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 2 contracts
Samples: Underwriting Agreement (Sotherly Hotels Lp), Underwriting Agreement (Sotherly Hotels Lp)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company and its subsidiaries The Partnership Entities maintain effective internal control over financial reporting (as defined under Rules Rule 13a-15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, (1) since the end date of the Company’s most recent audited fiscal yearbalance sheet of the Partnership and of the Operating LLC, (i) there has been (1) no material weakness in the Company’s Partnership Entities’ internal control over financial reporting (whether or not remediated) and (2ii) there has been no change in the Company’s Partnership Entities’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s Partnership Entities’ internal control over financial reporting. The auditors , and (2) none of the Company and the Audit Committee Partnership Entities is aware of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership Entities’ internal control over financial reporting of the Company and its subsidiariesreporting. The Company and its subsidiaries Partnership Entities maintain an effective a system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company Partnership in the reports that it files or submits submits, or will file or submit, under the 1934 Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, and that all such information is accumulated and communicated to the CompanyPartnership’s management, including its the principal executive officer or officers and principal financial officer or officersofficers of the General Partner, or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure. Such disclosure controls and procedures are effective in all material respects to perform the functions for which they are established to the extent required by Rule 13a-15 of the 1934 Act.
Appears in 2 contracts
Samples: Underwriting Agreement (OCI Partners LP), Underwriting Agreement (OCI Partners LP)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 20192022, the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 2 contracts
Samples: Atm Equity Offering Sales Agreement (Americold Realty Trust), Atm Equity Offering Sales Agreement (Americold Realty Trust)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. 4 of the Company’s Annual Quarterly Report on Form 10-K Q for the year quarter ended December 31June 30, 2019, the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 2 contracts
Samples: Atm Equity Offering Sales Agreement, Atm Equity Offering Sales Agreement (Americold Realty Trust)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company and its subsidiaries The Partnership Entities maintain effective internal control over financial reporting (as defined under Rules Rule 13a-15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, (1) since the end of the CompanyPartnership’s most recent audited fiscal year, (i) there has been (1) no material weakness in the Company’s Partnership Entities’ internal control over financial reporting (whether or not remediated) and (2ii) there has been no change in the Company’s Partnership Entities’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s Partnership Entities’ internal control over financial reporting. The auditors , and (2) none of the Company and the Audit Committee Partnership Entities is aware of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership Entities’ internal control over financial reporting of the Company and its subsidiariesreporting. The Company and its subsidiaries Partnership Entities maintain an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company Partnership in the reports that it files or submits submits, or will file or submit, under the 1934 Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, and that all such information is accumulated and communicated to the CompanyPartnership’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure. Such disclosure controls and procedures are effective in all material respects to perform the functions for which they are established to the extent required by Rule 13a-15 of the 1934 Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Marlin Midstream Partners, LP), Underwriting Agreement (Marlin Midstream Partners, LP)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed described in Item 9A. of the Company’s Annual Report on Form 10-K for Registration Statement, the year ended December 31, 2019Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries the Subsidiaries maintain effective a system of internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Exchange Act Regulations) and a system of internal accounting including controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; , (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; , (C) access to assets is permitted only in accordance with management’s general or specific authorization; 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control controls over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control controls over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control controls over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) of all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries the Subsidiaries to record, process, summarize and report financial information; information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiariesthe Subsidiaries. The Company and its subsidiaries maintain an effective the Subsidiaries have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Exchange 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 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of The Company and its subsidiaries (i) have taken all necessary actions to ensure that, within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019time period required under applicable law, the Company and its subsidiaries will maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and (ii) currently maintain a system of internal accounting controls sufficient to provide reasonable assurances that: :
(A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries Controlled Entities maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors internal controls are, or upon consummation of the Company and offering of the Securities will be, overseen by the Audit Committee of (the Board of Trustees of the Company or, if no such “Audit Committee exists, the full Board of Trustees Committee”) of the Company’s Board of Directors (the “Board”) in accordance with NASDAQ Stock Market Rules (the “Exchange Rules”). The Company has not publicly disclosed or reported to the Audit Committee or the Board, have been advised of: (i) all significant deficiencies and material weaknesses in within the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of next 90 days the Company and its subsidiaries does not reasonably expect to recordpublicly disclose or report to the Audit Committee or the Board, processa significant deficiency, summarize and report financial information; and (ii) any fraudmaterial weakness, whether change in internal controls or not material, that involves fraud involving management or other employees who have a significant role in internal controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files securities laws, or submits under the 1934 Act is recordedany matter which, processedif determined adversely, 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 disclosurewould have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (ChinaCache International Holdings Ltd.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 Rule 13-a15 and Rule 15d-15 of under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no significant deficiency or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of 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 (National Health Investors Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company and its subsidiaries The Partnership Entities maintain effective internal control over financial reporting (as defined under Rules Rule 13a-15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, (1) since the end date of the Company’s most recent audited fiscal yearbalance sheet included in the Registration Statement, (i) there has been (1) no material weakness in the Company’s Partnership Entities’ internal control over financial reporting (whether or not remediated) and (2ii) there has been no change in the Company’s Partnership Entities’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s Partnership Entities’ internal control over financial reporting. The auditors , and (2) none of the Company and the Audit Committee Partnership Entities is aware of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership Entities’ internal control over financial reporting of the Company and its subsidiariesreporting. The Company and its subsidiaries Partnership Entities maintain an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company Partnership in the reports that it files or submits submits, or will file or submit, under the 1934 Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, and that all such information is accumulated and communicated to the CompanyPartnership’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure. Such disclosure controls and procedures are effective in all material respects to perform the functions for which they are established to the extent required by Rule 13a-15 of the 1934 Act.
Appears in 1 contract
Samples: Underwriting Agreement (Susser Petroleum Partners LP)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and its subsidiaries subsidiaries, taken as a whole, maintain effective internal control over financial reporting (as defined under Rules 13a-15 Rule 13a‑15 and 15d-15 of 15d‑15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient designed to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 the Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of, or become aware of (1) no any significant deficiency or material weakness in the design or operation of the Company’s internal control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, or (2) any fraud known to the Company’s management, whether or not remediated) and (2) material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the date of the latest audited financial statements included in the General Disclosure Package, there has been 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 auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed The Company and each of its subsidiaries have made and keep books, records and accounts, which, in Item 9A. reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, assets of the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 in all material respects; the Company has devised and 15d-15 of the 1934 Act Regulations) and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: that (Ai) transactions are executed in accordance with management’s general or specific authorization; , (Bii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP generally accepted accounting principles and to maintain accountability for assets; assets of the Company, (Ciii) access to assets of the Company is permitted only in accordance with management’s general or specific authorization; , and (Div) the recorded accountability for assets of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, and other than with respect to Bravo Health, Inc. and its direct and indirect subsidiaries, for which the Company is not required to make the assessment required by Section 404 of the Xxxxxxxx-Xxxxx Act Of 2002, since the end of the Company’s most recent audited fiscal yearyear (a) the Company has not been advised of (1) any material weaknesses in the design or operation of internal controls that could adversely affect the ability of the Company and each of its subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its subsidiaries, and (b) since that date, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors Company and each of its subsidiaries, other than with respect to Bravo Health, Inc. and its direct and indirect subsidiaries, for which the Company is not required to make the assessment required by Section 404 of the Company and the Audit Committee of the Board of Trustees of the Company orXxxxxxxx-Xxxxx Act Of 2002, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have maintain a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for Registration Statement, the year ended December 31, 2019Prospectus and any Permitted Free Writing Prospectus, the Company and its subsidiaries currently maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Exchange Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package Prospectus and the any Permitted Free Writing Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee audit committee of the Board board of Trustees directors of the Company or, if no such Audit Committee audit committee exists, the full Board board of Trustees directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Except as disclosed in the Registration Statement, the Prospects and any Permitted Free Writing Prospectus, the Company and its subsidiaries maintain an effective a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act RegulationsExchange 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: Distribution Agreement (Plymouth Industrial REIT Inc.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed described in Item 9A. of the Company’s Annual Report on Form 10-K for Registration Statement, the year ended December 31General Disclosure Package and the Prospectus, 2019including any document incorporated by reference therein, the Company and its subsidiaries (i) has taken all necessary actions to ensure that, within the time period required, the Company will maintain effective internal control over financial reporting (as defined under Rules Rule 13a-15 and Rule 15d-15 of under the 1934 Act Regulations) and (ii) currently maintains a system of internal accounting controls (or operate under the Company’s system of internal accounting controls) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries the Subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiariesthe Subsidiaries. The Company and its subsidiaries maintain an effective the Subsidiaries have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations0000 Xxx) 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of The Operating Partnership and the Company’s Annual Report on Form 10-K for Subsidiaries (i) have taken all necessary actions to ensure that, within the year ended December 31, 2019time period required, the Company Operating Partnership and its subsidiaries the Subsidiaries will maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and (ii) currently maintain a system of internal accounting controls (or operate under the Company’s system of internal accounting controls) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end inception of the Company’s most recent audited fiscal yearOperating Partnership, there has been (1) no material weakness in the CompanyOperating Partnership’s internal control over financial reporting (whether or not remediated) and (2) no change in the CompanyOperating Partnership’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the CompanyOperating Partnership’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company Operating Partnership and its subsidiaries the Subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company Operating Partnership and its subsidiariesthe Subsidiaries. The Company Operating Partnership and its subsidiaries maintain an effective the Subsidiaries have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company Operating 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 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and its subsidiaries maintain effective internal control over financial reporting (as defined under in Rules 13a-15 13-a15 and 15d-15 of under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of The Company and its subsidiaries (i) have taken all necessary actions to ensure that, within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019time period required, the Company and its subsidiaries will maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and (ii) currently maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end inception of the Company’s most recent audited fiscal yearCompany (which, for purposes of this sentence, includes the Predecessor), there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company (which, for purposes of this sentence, includes the Predecessor) and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: assurance that (A1) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (B2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain accountability for assetsasset accountability; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2ii) 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. 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 auditors Company has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is made known to the chief executive officer and chief financial officer of the Company by others within the Company or any of its subsidiaries, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Company’s auditors and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all any significant deficiencies and or material weaknesses in the design or operation of internal control over financial reporting that have controls which could adversely affected, or are reasonably likely to adversely affect, affect the Company’s ability of the Company and its subsidiaries to record, process, summarize summarize, and report financial informationdata; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting controls; and since the date of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system most recent evaluation of such disclosure controls and procedures (as defined procedures, there have been no significant changes in Rules 13a-15 and 15d-15 of the 1934 Act Regulations) internal controls or in other factors 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 managementcould significantly affect internal controls, including its principal executive officer or officers any corrective actions with regard to significant deficiencies and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosurematerial weaknesses.
Appears in 1 contract
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and its subsidiaries Subsidiaries maintain effective systems of “internal control over financial reporting reporting” (as defined under Rules 13a-15 13-a15 and 15d-15 under the Exchange Act) that comply with the requirements of the 1934 Exchange Act Regulations) and a system have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that: assurance that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain accountability for assetsasset accountability; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference . Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) are no material weakness weaknesses in the Company’s internal control over financial reporting reporting. Since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, (whether a) the Company has not been advised of: (i) any significant deficiencies and/or material weaknesses in the design or not remediated) and (2) no change in operation of 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 auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have could adversely affected, affect or are reasonably likely to adversely affect, affect the ability of the Company and its subsidiaries Subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and (b) there has been no change in the Company’s internal control over financial reporting of that has materially affected, or is reasonably likely to materially affect, the Company and its subsidiariesCompany’s internal control over financial reporting. The Company has developed and its subsidiaries maintain an effective system of currently maintains disclosure controls and procedures (as defined in Rules that comply with Rule 13a-15 or 15d-15 under the Exchange Act, and 15d-15 of the 1934 Act Regulations) that such controls and procedures are designed effective to ensure that all material information required to be disclosed by concerning the Company in is made known on a timely basis to the reports that it files or submits under individuals responsible for 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 preparation of the Company’s management, including its principal executive officer or officers Exchange Act filings and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureother public disclosure documents.
Appears in 1 contract
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and its subsidiaries maintain effective internal control over financial reporting (as defined under in Rules 13a-15 and 15d-15 of under the 1934 Act RegulationsExchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of under the 1934 Act RegulationsExchange 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed described in Item 9A. of the Company’s Annual Report on Form 10-K for Registration Statement, the year ended December 31, 2019Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries the Subsidiaries maintain effective a system of internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Exchange Act Regulations) and a system of internal accounting including controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; , (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; , (C) access to assets is permitted only in accordance with management’s general or specific authorization; 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control controls over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control controls over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control controls over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) of all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries the Subsidiaries to record, process, summarize and report financial information; information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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.- 10 -
Appears in 1 contract
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of The Company and its subsidiaries (i) have taken all necessary actions to ensure that, within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019time period required under applicable law, the Company and its subsidiaries will maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and (ii) currently maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration StatementStatements, the General Disclosure Package and the Prospectus presents fairly presents in all material respects the information called for in all material respects and is has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration StatementStatements, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no significant deficiency or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries have established and maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 (Playa Hotels & Resorts N.V.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries (A) make and keep accurate books and records and (B) maintain effective internal control over financial reporting (as defined under Rules 13a-15 Rule 13-a15 and 15d-15 of 15d under the 1934 Act RegulationsExchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A1) transactions are executed in accordance with management’s general or specific authorization; , (B2) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; , (C3) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; , and (D4) the recorded accountability for the Company’s assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) . Since the interactive data in eXtensible Business Reporting Language included or incorporated by reference Company’s incorporation, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) no change in the Company’s internal control over financial reporting that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The auditors Since the date of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees most recent audited financial statements of the Company, have except as disclosed in the Registration Statement and the Prospectus, the Company has not been advised of: of (iA) all any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting controls that have could adversely affected, or are reasonably likely to adversely affect, affect the ability of the Company and its subsidiaries to record, process, summarize and report financial information; data, and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting controls of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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: At the Market Sales Agreement (Innovative Industrial Properties Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed described in Item 9A. the Registration Statement, the General Disclosure Package and the Prospectus, including any document incorporated by reference therein, each of the Company’s Annual Report on Form 10-K for Transaction Entities and the year ended December 31Subsidiaries (i) has taken all necessary actions to ensure that, 2019within the time period required, the Company Transaction Entities and its subsidiaries the Subsidiaries will maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and (ii) currently maintains a system of internal controls (or operate under the Company’s system of internal accounting controls controls) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; , (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; , (C) access to assets is permitted only in accordance with management’s general or specific authorization; 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Companyeither Transaction Entity’s internal control over financial reporting (whether or not remediated) and (2) no change in the Companyeither Transaction Entity’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Companyeither Transaction Entity’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries to record, process, summarize and report financial information; information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company Company, the Operating Partnership and its subsidiariesthe Subsidiaries. The Company Company, the Operating Partnership and its subsidiaries maintain an effective the Subsidiaries have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by each of the Company and the Operating 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 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed described in Item 9A. the Registration Statement, the General Disclosure Package and the Prospectus, including any document incorporated by reference therein, each of the Company’s Annual Report on Form 10-K for Transaction Entities and the year ended December 31, 2019, Subsidiaries (i) have taken all necessary actions to ensure that the Company Transaction Entities and its subsidiaries the Subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and (ii) currently maintain a system of internal accounting controls (or operate under the Company’s system of internal accounting controls) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; , (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; , (C) access to assets is permitted only in accordance with management’s general or specific authorization; 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Companyeither Transaction Entity’s internal control over financial reporting (whether or not remediated) and (2) no change in the Companyeither Transaction Entity’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Companyeither Transaction Entity’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries to record, process, summarize and report financial information; information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company Company, the Operating Partnership and its subsidiariesthe Subsidiaries. The Company Company, the Operating Partnership and its subsidiaries maintain an effective the Subsidiaries have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by each of the Company and the Operating 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 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and its subsidiaries maintain maintains effective internal control over financial reporting (as defined under Rules in Rule 13a-15 and Rule 15d-15 of under the 1934 Act Regulations0000 Xxx) and a system of internal accounting controls (or operate under the Company’s system of internal accounting controls) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end inception of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries the Subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiariesthe Subsidiaries. The Company and its subsidiaries maintain an effective the Subsidiaries have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations0000 Xxx) 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (Ai) transactions are executed in accordance with management’s general or specific authorization; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since Since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and l5d-15 under the 1934 Act Regulations) (whether or not remediated) ), and (2B) 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 auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (iic) any fraud, whether or not material, that involves no fraud involving management or other employees who have a significant role in internal controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and its subsidiariescontrols. The Company and each of its subsidiaries maintain an effective system of employ disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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. The Company has used such disclosure controls and procedures in preparing and evaluating the disclosures in the Private Placement Memorandum.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Oriental Bioengineering Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules in Rule 13a-15 and Rule 15d-15 of promulgated under the 1934 Act RegulationsAct) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no significant deficiency or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of promulgated under the 1934 Act RegulationsAct) 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 (National Health Investors Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules Rule 13a-15 and 15d-15 of under the 1934 Act Regulations) and a system of internal accounting controls sufficient designed to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company or its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the Company’s most recent latest audited fiscal year, there has been (1) no material weakness change in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the Audit Committee each of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and 15d-15 of 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 (Arena Group Holdings, Inc.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of The Company has taken all necessary actions to ensure that, within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019time period required under applicable law, the Company and its subsidiaries will maintain effective internal control over financial reporting (as defined under Rules Rule 13a-15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and currently maintains a system of internal accounting controls sufficient to provide reasonable assurances that: that (A1) transactions are executed in accordance with management’s general or specific authorization; , (B2) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; , (C3) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; , and (D4) the recorded accountability for the Company’s assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) . Since the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration StatementCompany’s incorporation, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except except as described disclosed 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 (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) no change in the Company’s internal control over financial reporting that has materially affected, and adversely affected or is reasonably likely to materially affect, and adversely affect the Company’s internal control over financial reporting. The auditors Since the date of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees most recent audited financial statements of the Company, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge (A) the Company does not have been advised of: (i) all any significant deficiencies and material weaknesses in the design or operation of any internal control over financial reporting that have could adversely affected, or are reasonably likely to adversely affect, affect the ability of the Company and its subsidiaries to record, process, summarize and report financial information; data and (iiB) any there has been no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 (Chicago Atlantic Real Estate Finance, Inc.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: assurance that (A1) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (B2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain accountability for assetsasset accountability; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2ii) 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 auditors Company has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is made known to the chief executive officer and chief financial officer of the Company by others within the Company or any of its subsidiaries, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Company’s auditors and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all any significant deficiencies and or material weaknesses in the design or operation of internal control over financial reporting that have controls which could adversely affected, or are reasonably likely to adversely affect, affect the Company’s ability of the Company and its subsidiaries to record, process, summarize summarize, and report financial informationdata; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting controls; and since the date of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system most recent evaluation of such disclosure controls and procedures (as defined procedures, there have been no significant changes in Rules 13a-15 and 15d-15 of the 1934 Act Regulations) internal controls or in other factors 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 managementcould significantly affect internal controls, including its principal executive officer or officers any corrective actions with regard to significant deficiencies and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosurematerial weaknesses.
Appears in 1 contract
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its consolidated subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 Rule 13-a15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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. The Company has established and maintains disclosure controls and procedures (as defined under Rule 13a-15 and 15d-15 of the 1934 Act Regulations); such disclosure controls and (E) procedures are designed to ensure that material information relating to the interactive data in eXtensible Business Reporting Language included Company and its subsidiaries is made known to the chief executive officer and chief financial officer of the Company by others within the Company or incorporated by reference in any of its subsidiaries, and such disclosure controls and procedures are reasonably effective to perform the Registration Statement, functions for which they were established subject to the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end limitations of any such control system; the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all any significant deficiencies and or material weaknesses in the design or operation of internal control over financial reporting that have controls which could adversely affected, or are reasonably likely to adversely affect, affect the Company’s ability of the Company and its subsidiaries to record, process, summarize summarize, and report financial informationdata; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in the Company’s internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations) that are designed reasonably likely 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 materially affect the Company’s managementinternal control over financial reporting, including its principal executive officer or officers any corrective actions with regard to significant deficiencies and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosurematerial weaknesses.
Appears in 1 contract
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and its subsidiaries maintain effective internal control over financial reporting (as defined under in Rules 13a-15 and 15d-15 of under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company The Parent Guarantor and its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the CompanyParent Guarantor’s most recent audited fiscal year, there has been (1) no material weakness in the CompanyParent Guarantor’s internal control over financial reporting (whether or not remediated) and (2) no change in the CompanyParent Guarantor’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companyeffectiveness of the Parent Guarantor’s internal control over financial reporting. The auditors of the Company Parent Guarantor and the Audit Committee of the Board of Trustees Directors of the Company Parent Guarantor or, if no such Audit Committee exists, the full Board of Trustees Directors of the CompanyParent Guarantor, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company Parent Guarantor and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company Parent Guarantor and its subsidiaries. The Company Parent Guarantor and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company Parent Guarantor 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 CompanyParent Guarantor’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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of The Company and its subsidiaries (i) have taken all necessary actions to ensure that, within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019time period required under applicable law, the Company and its subsidiaries will maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and (ii) currently maintain a system of internal accounting controls sufficient to provide reasonable assurances that: :
(A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus presents fairly presents in all material respects the information called for in all material respects and is has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no significant deficiency or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries have established and maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 (Playa Hotels & Resorts N.V.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed The Company and each of its Subsidiaries have made and keep books, records and accounts, which, in Item 9A. reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, assets of the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and Subsidiaries. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that: assurance that (A1) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (B2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain accountability for assets; (C3) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E5) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement is in conformity with generally accepted accounting principles and the Prospectus fairly presents the information called for is updated as necessary to comply in all material respects with the requirements of the Securities Act and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries on the basis stated in the Registration Statement, Statement at the General Disclosure Package and respective dates or for the respective periods to which they apply. Since the date of the latest audited financial statements included in the Prospectus, since (a) the end Company has not been advised of (1) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company’s most recent audited fiscal yearCompany and each of its Subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its Subsidiaries, and (b) since that date, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of maintains disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-15 (e) of the 1000 Xxx) that comply with the requirements of the 1934 Act Regulations) that Act; such disclosure controls and procedures 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 disclosureeffective.
Appears in 1 contract
Samples: At the Market Equity Offering Sales Agreement (Resonant Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined in Rule 13a‑15 and Rule 15d‑15 under Rules 13a-15 and 15d-15 of the 1934 Act RegulationsExchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no significant deficiency or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 Rule 13a‑15 and 15d-15 of Rule 15d‑15 under the 1934 Act RegulationsExchange 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 (National Health Investors Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules Rule 13a-15 and Rule 15d-15 of under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s 's rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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’s auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting that have adversely affected, affected or are reasonably likely to adversely affect, affect the Company’s ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting of the Company and its subsidiariesreporting. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 Rule 13a‑15 and 15d-15 of Rule 15d‑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 (Hudson Pacific Properties, Inc.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for Registration Statement, the year ended December 31, 2019Prospectus and any Permitted Free Writing Prospectus, the Company and its subsidiaries currently maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Exchange Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus fairly presents present the information called for in all material respects and is are prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package Prospectus and the any Permitted Free Writing Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee audit committee of the Board board of Trustees directors of the Company or, if no such Audit Committee audit committee exists, the full Board board of Trustees directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Except as disclosed in the Registration Statement, the Prospects and any Permitted Free Writing Prospectus, the Company and its subsidiaries maintain an effective a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act RegulationsExchange 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: Distribution Agreement (Plymouth Industrial REIT, Inc.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 Rule 13-a15 and Rule 15d-15 of under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s 's rules and guidelines applicable thereto. 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 (1) no significant deficiency or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of 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 (National Health Investors Inc)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. The Company maintains systems of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company and its subsidiaries maintain effective “internal control over financial reporting reporting” (as defined under Rules 13a-15 and 15d-15 of under the 1934 Act Regulations) that comply with the requirements of the 1934 Act and a system have been designed by, or under the supervision of, its respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that: assurance that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end Company is not aware of the any material weaknesses in its internal controls. The Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting which are known to the Company’s management and that have adversely affected, affected or are reasonably likely to adversely affect, affect the Company’s ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting of the Company and its subsidiariesreporting. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of 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
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. Each of the Company’s Annual Report on Form 10-K for Transaction Entities and the year ended December 31Subsidiaries (i) have taken all necessary actions to ensure that, 2019within the time period required, the Company Transaction Entities and its subsidiaries the Subsidiaries will maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and (ii) currently maintain a system of internal accounting controls (or operate under the Company’s system of internal accounting controls) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end inception of the Company’s most recent audited fiscal yearOperating Partnership, there has been (1) no material weakness in the Companyeither Transaction Entity’s internal control over financial reporting (whether or not remediated) and (2) no change in the Companyeither Transaction Entity’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Companyeither Transaction Entity’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company Operating Partnership and its subsidiaries the Subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company Operating Partnership and its subsidiariesthe Subsidiaries. The Company Operating Partnership and its subsidiaries maintain an effective the Subsidiaries have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company Operating 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 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
Accounting Controls and Disclosure Controls. Except The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as otherwise disclosed defined in Item 9A. Rule 13a-15(f) of the Company’s Annual Report on Form 10-K for 0000 Xxx) that comply with the year ended December 31, 2019, requirements of the 1934 Act applicable to the Company and its subsidiaries maintain effective internal control over Subsidiaries and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting (as defined under Rules 13a-15 and 15d-15 the preparation of the 1934 Act Regulations) financial statements for external purposes in accordance with GAAP. The Company and a system of its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances that: assurance that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability; (Ciii) access to assets is permitted only in accordance with management’s general or specific authorization; (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; differences and (Ev) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the 1934 Act, except as described disclosed 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 (1) no material weakness weaknesses in the Company’s internal control over financial reporting (whether controls have been identified by the Company or not remediated) and (2) no change in the auditors. 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 auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting that which have adversely affected, affected or are reasonably likely to adversely affect, affect the Company’s ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting of the Company and its subsidiariesreporting. The Company and its subsidiaries Subsidiaries maintain an effective system of “disclosure controls and procedures procedures” (as defined in Rules 13a-15 and 15d-15 Rule 13a-15(e) of the 0000 Xxx) that complies with the requirements of the 1934 Act Regulations) that are applicable to the Company and its Subsidiaries and 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, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, management as appropriate, appropriate to allow timely decisions regarding required disclosure. The Company and its Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the 1934 Act.
Appears in 1 contract
Samples: At the Market Equity Offering Sales Agreement (Dova Pharmaceuticals, Inc.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 20192020, the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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: Atm Equity Offering Sales Agreement (Americold Realty Trust)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. The Company maintains systems of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rules in Rule 13a-15 and Rule 15d-15 of under the 1934 Act Regulations0000 Xxx) and a system of internal accounting controls (or operate under the Company’s system of internal accounting controls) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 yearfinancial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries the Subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiariesthe Subsidiaries. The Company and its subsidiaries maintain an effective the Subsidiaries have established a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations0000 Xxx) 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 Agency Agreement (Peapack Gladstone Financial Corp)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of The Company and its subsidiaries (i) have taken all necessary actions to ensure that, within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019time period required under applicable law, the Company and its subsidiaries will maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the 1934 Act Regulations) and (ii) currently maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus presents fairly presents in all material respects the information called for in all material respects and is has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1) no significant deficiency or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees Directors of the Company or, if no such Audit Committee exists, the full Board of Trustees Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries have established and maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 (Playa Hotels & Resorts N.V.)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 have established and 15d-15 of the 1934 Act Regulations) and maintained a system of internal accounting controls sufficient efficient to provide reasonable assurances that: that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and to maintain accountability 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; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. 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 (1i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2ii) 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 auditors of Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company’s independent accountants have not notified the Company and of any “reportable conditions” (as defined under standards established by the Audit Committee American Institute of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of Certified Public Accountants) in the Company’s internal accounting controls, have been advised of: (i) all significant or other weaknesses or deficiencies and material weaknesses in the design or operation of the Company’s internal accounting controls, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting that have adversely affectedreporting, or are reasonably likely to could adversely affect, affect the Company’s ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in data consistent with the internal control over financial reporting assertions of the Company and its subsidiaries. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of 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 managementmanagement in the financial statements. The internal controls are, including its principal executive officer or officers and principal financial officer or officersupon consummation of the offering of the Securities will be, as appropriate, to allow timely decisions regarding disclosureoverseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Section 303A of the New York Stock Exchange Listed Company Manual (the “Exchange Rules”).
Appears in 1 contract
Samples: Underwriting Agreement (500.com LTD)
Accounting Controls and Disclosure Controls. Except as otherwise disclosed in Item 9A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company and its subsidiaries maintain The Partnership maintains effective internal control over financial reporting (as defined under Rules Rule 13a-15 and 15d-15 of 15d 15 under the 1934 Exchange Act Regulations)) and a system of internal accounting controls sufficient to provide reasonable assurances that: that (Ai) transactions are executed in accordance with management’s general or specific authorization; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (Ciii) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (Ev) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and Statement is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoaccurate. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus, (A) since the end of the CompanyPartnership’s most recent audited fiscal year, there has been (1) no material weakness in the CompanyPartnership’s internal control over financial reporting (whether or not remediated) and (2) 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 auditors of the Company and the Audit Committee of the Board of Trustees of the Company or, if no such Audit Committee exists, the full Board of Trustees of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (iiB) the Partnership is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal control over financial reporting of the Company and its subsidiariesreporting. The Company and its subsidiaries maintain Partnership maintains an effective system of disclosure controls and procedures (as defined in Rules Rule 13a-15 and Rule 15d-15 of under the 1934 Exchange Act Regulations) that are designed to ensure that information required to be disclosed by the Company Partnership in the reports that it files or submits submits, or will file or submit, under the 1934 Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, and that all such information is accumulated and communicated to the CompanyPartnership’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure. Such disclosure controls and procedures are effective in all material respects to perform the functions for which they are established to the extent required by Rule 13a-15 of the Exchange Act.
Appears in 1 contract