Common use of Books and Records; Xxxxxxxx-Xxxxx Compliance Clause in Contracts

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as set forth in the Partnership SEC Documents, the Partnership maintains systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the Partnership consolidated financial statements in conformity with GAAP and to maintain accountability for its assets and liabilities, (iii) access to the assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Partnership has established and maintains disclosure controls and procedures (to the extent required by and as defined in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act), which are designed to provide reasonable assurance that material information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Partnership’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Partnership has carried out evaluations of the effectiveness of its disclosure controls and procedures as of the end of the most recently completed fiscal quarter covered by the Partnership’s periodic reports filed with the Commission, and such disclosure controls and procedures are, except as described in the Partnership SEC Documents, effective in all material respects to perform the functions for which they were established. (c) The Partnership and, to the Partnership’s knowledge, the General Partner’s directors or officers, in their capacities as such, are in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

Appears in 3 contracts

Samples: Series a Preferred Unit Purchase Agreement, Series a Preferred Unit Purchase Agreement (CSI Compressco LP), Series a Preferred Unit Purchase Agreement

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Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as set forth in the Partnership Company SEC Documents, the Partnership Company maintains systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the Partnership Company consolidated financial statements in conformity with GAAP and to maintain accountability for its assets and liabilities, (iii) access to the assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Partnership Company has established and maintains disclosure controls and procedures (to the extent required by and as defined in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act), which are designed to provide reasonable assurance that material information required to be disclosed by the Partnership Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the PartnershipCompany’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Partnership Company or its predecessor registrant, StoneMor Partners L.P., has carried out evaluations of the effectiveness of its disclosure controls and procedures as of the end of the most recently completed fiscal quarter covered by the PartnershipCompany’s or such predecessor registrant’s periodic reports filed with the Commission, and such disclosure controls and procedures are, except as described in the Partnership Company SEC Documents, effective in all material respects to perform the functions for which they were established. (c) The Partnership and, to the Partnership’s knowledge, the General Partner’s Company and its directors or officers, in their capacities as such, are in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

Appears in 3 contracts

Samples: Series a Preferred Stock Purchase Agreement (Axar Capital Management L.P.), Common Stock Purchase Agreement (Stonemor Inc.), Series a Preferred Stock Purchase Agreement (Stonemor Inc.)

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except Each of the Triangle Entities (i) makes and keeps accurate books and records and (ii) maintains and has maintained effective internal control over financial reporting (as set forth defined in Rule 13a-15 under the Partnership SEC Documents, the Partnership maintains systems Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurance that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of the Partnership Triangle’s consolidated financial statements in conformity with GAAP and to maintain accountability for its assets and liabilitiesassets, (iiiC) access to the Triangle Entities’ assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, authorization and (ivD) the recorded accountability for the Triangle Entities’ assets and liabilities is compared with existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. Triangle is not aware of any failures of such internal accounting controls that are material or that would be required to be disclosed pursuant to any applicable Law. (b) The Partnership Triangle has established and maintains disclosure controls and procedures (to the extent required by and as such term is defined in Rules 13a- 15(e) and 15d-15(e) Rule 13a-15 under the Exchange Act), which such disclosure controls and procedures are designed to provide reasonable assurance ensure that material the information required to be disclosed by Triangle in the Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized accumulated and communicated to the Partnership’s managementmanagement of Triangle, including its principal executive officer officers and principal financial officerofficers, as appropriate, to allow for timely decisions regarding required disclosure. The Partnership has carried out evaluations of the effectiveness of its disclosure controls and procedures as of the end of the most recently completed fiscal quarter covered by the Partnership’s periodic reports filed with the Commission, to be made and such disclosure controls and procedures are, except as described in the Partnership SEC Documents, are effective in all alerting Triangle in a timely manner to material respects information required to perform be disclosed in Triangle’s reports filed with the functions for which they were establishedCommission. (c) The Partnership andTo the Knowledge of Triangle, to there is and has been no failure on the Partnership’s knowledge, the General Partnerpart of Triangle or any of Triangle’s directors or officers, in their capacities as such, are to comply in compliance all material respects with all applicable the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Triangle Petroleum Corp), Stock Purchase Agreement (Triangle Petroleum Corp), Stock Purchase Agreement (Triangle Petroleum Corp)

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as set forth in the The Partnership SEC Documents, the Partnership maintains systems and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the Partnership consolidated financial statements in conformity with GAAP and to maintain accountability for its assets and liabilitiesasset accountability, (iii) access to the assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Partnership is not aware of any material weakness in the internal controls over financial reporting of any of the Partnership Entities. (b) The Partnership has established and maintains disclosure controls and procedures (to the extent required by and as defined in Rules 13a- 15(e) and 15d-15(e13a-15(e) under the Exchange Act), which are designed to provide reasonable assurance that material information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Partnership’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Partnership has carried out evaluations of the effectiveness of its disclosure controls and procedures as of the end of the most recently completed fiscal quarter covered by the Partnership’s periodic reports filed with the Commission, and such disclosure controls and procedures are, except as described in the Partnership SEC Documents, are effective in all material respects to perform the functions for which they were established. (c) The There is and has been no failure on the part of the Partnership and, to the Partnership’s knowledge, the General Partner’s directors or officers, in their capacities as such, are to comply in compliance all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

Appears in 2 contracts

Samples: Series C Preferred Unit Purchase Agreement, Series C Preferred Unit Purchase Agreement (Teekay Offshore Partners L.P.)

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as set forth in the Partnership SEC Documents, the Partnership maintains Crestwood and its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the Partnership consolidated Entities’ financial statements in conformity with GAAP and to maintain accountability for its assets and liabilitiesassets, (iii) access to the Partnership Entities’ assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for the Partnership Entities’ assets and liabilities is compared with existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. Crestwood is not aware of any failures of such internal accounting controls that are material or that would be required to be disclosed pursuant to any applicable Law. (b) The Partnership Crestwood has established and maintains disclosure controls and procedures (to the extent required by and as defined in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act), which are designed to provide reasonable assurance that material information required to be disclosed by the Partnership Crestwood in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the PartnershipCrestwood’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Partnership Crestwood has carried out evaluations of the effectiveness of its disclosure controls and procedures as of the end of the most recently completed fiscal quarter covered by the Partnership’s periodic reports filed with the Commission, and such disclosure controls and procedures are, except as described in the Partnership SEC Documents, are effective in all material respects to perform the functions for which they were established. (c) The Partnership There is and has been no failure on the part of Crestwood and, to the PartnershipCrestwood’s knowledge, the General Partner’s directors or officers, in their capacities as such, are to comply in compliance all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

Appears in 1 contract

Samples: Class a Preferred Unit Purchase Agreement (Crestwood Midstream Partners LP)

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Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except Each of the Crosstex Entities (i) makes and keeps accurate books and records and (ii) maintains and has maintained effective internal control over financial reporting as set forth defined in Rule 13a-15 under the Partnership SEC Documents, the Partnership maintains systems Exchange Act and a system of internal accounting controls sufficient to provide reasonable assurance that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of the Partnership consolidated Crosstex Entities’ financial statements in conformity with GAAP and to maintain accountability for its assets and liabilitiesassets, (iiiC) access to the Crosstex Entities’ assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, authorization and (ivD) the recorded accountability for the Crosstex Entities’ assets and liabilities is compared with existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. Crosstex is not aware of any failures of such internal accounting controls that are material or that would be required to be disclosed pursuant to any applicable Law. (bi) The Partnership Crosstex has established and maintains maintain disclosure controls and procedures (to the extent required by and as such term is defined in Rules 13a- 15(e) and 15d-15(e) Rule 13a-15 under the Exchange Act), which (ii) such disclosure controls and procedures are designed to provide reasonable assurance ensure that material the information required to be disclosed by Crosstex in the Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized accumulated and communicated to the Partnership’s managementmanagement of Crosstex, including its principal executive officer officers and principal financial officerofficers, as appropriate, to allow for timely decisions regarding required disclosure. The Partnership has carried out evaluations of the effectiveness of its disclosure to be made and (iii) such disclosure controls and procedures as of the end of the most recently completed fiscal quarter covered by the Partnershipare effective in all material respects in alerting Crosstex in a timely manner to material information required to be disclosed in Crosstex’s periodic reports filed with the Commission, and such disclosure controls and procedures are, except as described in the Partnership SEC Documents, effective in all material respects to perform the functions for which they were established. (c) The Partnership and, to There is and has been no failure on the Partnership’s knowledge, the General Partnerpart of Crosstex or any of Crosstex’s directors or officers, in their capacities as such, are to comply in compliance all material respects with all applicable the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

Appears in 1 contract

Samples: Series a Convertible Preferred Unit Purchase Agreement (Crosstex Energy Lp)

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as set forth in the Partnership SEC Documents, the Partnership maintains systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the Partnership consolidated financial statements in conformity with GAAP and to maintain accountability for its assets and liabilities, (iii) access to the assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Partnership has established and maintains disclosure controls and procedures (to the extent required by and as defined in Rules 13a- 15(e13a-15(e) and 15d-15(e) under the Exchange Act), which are designed to provide reasonable assurance that material information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Partnership’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Partnership has carried out evaluations of the effectiveness of its disclosure controls and procedures as of the end of the most recently completed fiscal quarter covered by the Partnership’s periodic reports filed with the Commission, and such disclosure controls and procedures are, except as described in the Partnership SEC Documents, effective in all material respects to perform the functions for which they were established. (c) The Partnership and, to the Partnership’s knowledge, the General Partner’s directors or officers, in their capacities as such, are in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

Appears in 1 contract

Samples: Purchase Agreement (Tetra Technologies Inc)

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