Accounting Records; Internal Controls. (a) The books and records of the Acquired Companies and Related Consolidated Entities have been maintained in all material respects in accordance with commercially reasonable business practices and fairly reflect, in all material respects, the financial position of the Acquired Companies and Related Consolidated Entities and all material transactions of the Acquired Companies and Related Consolidated Entities.
(b) Seller has disclosed, based on its most recent evaluations of internal controls over financial reporting, to its independent auditors (i) any identified significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Acquired Companies’ and Related Consolidated Entities’ ability to record, process, summarize, and report financial information for inclusion in Seller’s consolidated financial statements and (ii) any fraud that involves any current or former employee of the Acquired Companies or Related Consolidated Entities who have (or had) a significant role in Seller’s internal control over financial reporting for the past three years to the extent such fraud materially affected the Acquired Companies and Related Consolidated Entities, taken as a whole. To the Knowledge of Seller, since the date of the completion of the audit with respect to Seller’s financial statements for the fiscal year ended as of December 31, 2016, no written complaints that are reasonably likely to be a significant deficiency or material weakness in the internal controls over financial reporting of any Acquired Company or Related Consolidated Entity have been received by any officer of Seller’s executive accounting team or, to the Knowledge of Seller, any of its outside public accounting firms.
Accounting Records; Internal Controls. Each of Seller (with respect to the Business) and Company has records that accurately and validly reflect its respective transactions, and accounting controls sufficient to insure that such transactions are (i) executed in accordance with management's general or specific authorization and (ii) recorded in conformity with GAAP so as to maintain accountability for assets. Such accounting records, to the extent they contain important information that is not easily and readily available elsewhere, have been duplicated, and such duplicates are stored safely and securely pursuant to procedures and techniques utilized by companies of comparable size in similar lines of business. The data processing equipment, data transmission equipment, related peripheral equipment and software used by Seller and Company in the operation of the Business (including any disaster recovery facility) to generate and retrieve such records are comparable in performance, condition and capacity with those utilized by companies of comparable size in similar lines of business.
Accounting Records; Internal Controls. Each Xxxxxxx Corporation maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide assurances that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the Xxxxxxx Financial Statements and to maintain accountability for Xxxxxxx’x consolidated assets and liabilities, (iii) access to Xxxxxxx’x assets is permitted and liabilities incurred only in accordance with management’s authorization, (iv) the reporting of Xxxxxxx’x assets is compared with existing assets at regular intervals, and (v) Accounts Receivable and inventory are recorded accurately, and proper and accurate procedures are implemented to effect the collection thereof on a current and timely basis. To Xxxxxxx’x knowledge, the date processing equipment, data transmission equipment, related peripheral equipment and software used by Xxxxxxx and the Xxxxxxx Corporations (including any disaster recovery facility) to generate and receive accounting and patient records are adequate to operate the Xxxxxxx Corporations after the Closing as historically operated.
Accounting Records; Internal Controls. 4.6.1 Each of the Sellers has records that accurately and validly reflect their respective transactions, and accounting controls sufficient to insure that such transactions are (a) executed in accordance with management's general or specific authorization and (b) recorded in conformity with GAAP so as to maintain accountability for assets.
4.6.2 Such records, to the extent they contain important information that is not easily and readily available elsewhere, have been duplicated, and such duplicates are stored safely and securely pursuant to procedures and techniques utilized by companies of comparable size in similar lines of business.
Accounting Records; Internal Controls. (a) The Company maintains accurate books and records reflecting its assets and liabilities and maintains, in the reasonable judgment of the Company, proper and adequate internal accounting controls which provide reasonable assurance that (i) material transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and to maintain accountability for the assets of the Company; and (iii) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.
(b) There have been no disclosures (written or otherwise) by any representative of the Company to the Company’s independent auditors relating to (i) any significant deficiencies in the design or operation of internal controls which would adversely affect the ability of the Company to record, process, summarize and report financial data and any material weaknesses in internal controls 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.
Accounting Records; Internal Controls. Each Acquired Company and its Subsidiaries have records that accurately and validly reflect its transactions, and accounting controls sufficient to insure that such transactions are (i) executed in accordance with management's general or specific authorization and (ii) recorded in conformity with GAAP or Canadian generally accepted accounting principles, as the case may be, so as to maintain accountability for assets.
Accounting Records; Internal Controls. Each of Parent and the Retained Subsidiaries have records that accurately and validly reflect its transactions in respect of the Retained Business, and accounting controls sufficient to insure that such transactions are (i) executed in accordance with management's general or specific authorization and (ii) recorded in conformity with GAAP or with Canadian or English generally accepted accounting principles, as the case may be, so as to maintain accountability for assets.
Accounting Records; Internal Controls. Target and its subsidiaries have records that accurately and validly reflect their respective transactions, and internal controls established and administered in accordance with GAAP sufficient to ensure that such transactions are (i) executed in accordance with management’s general or specific authorization and (ii) recorded in conformity with GAAP.
Accounting Records; Internal Controls. The accounting records of the Company and the Subsidiaries that have been furnished to Purchaser accurately and validly reflect, in all material respects, the consolidated operations and financial position of the Company and the Subsidiaries for the periods covered thereby. Such accounting records will be available to Purchaser following the Closing Date.
Accounting Records; Internal Controls. The Company and the Company Subsidiaries maintain internal accounting controls and procedures that are sufficient to provide reasonable assurance that (a) transactions between the Company and the Company Subsidiaries (on the one hand) and third parties (on the other hand) are executed in accordance with the general or specific authorization of one or more authorized personnel, and are recorded as necessary to permit preparation of the Company’s consolidated financial statements and to maintain accountability for assets and (b) access to the Company’s and the Company Subsidiaries’ cash or cash equivalents is permitted only in accordance with the general or specific authorization of one or more authorized personnel.
