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

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as disclosed in the Company SEC Documents, the Company maintains 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 financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The 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 Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company 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 Company’s periodic reports filed with the Commission, and, except as disclosed in the Company SEC Documents, such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) The Company and, to the Company’s knowledge, its directors or officers, in their capacities as such, are in compliance in 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 B Preferred Stock Purchase Agreement (Charah Solutions, Inc.), Series a Preferred Stock Purchase Agreement (Charah Solutions, Inc.)

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Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as disclosed in the Company SEC Documents, the The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The 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 Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company 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 Company’s periodic reports filed with the Commission, and, except as disclosed in the Company SEC Documents, and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) The Company and, to the Knowledge of the Company’s knowledge, its directors or officers, in their capacities as such, are in compliance in 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: Preferred Stock Purchase Agreement (Carrizo Oil & Gas Inc)

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as disclosed it may relate to the items described in the Company SEC DocumentsExhibit G, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company 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 Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company 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 Company’s periodic reports filed with the Commission, and, except as disclosed it may relate to the items described in the Company SEC DocumentsExhibit G, such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) The Company and, to the Company’s knowledge, its directors or officers, in their capacities as such, are in compliance in 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: Purchase Agreement (Targa Resources Corp.)

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as disclosed in the Company SEC Documents, the Company The Partnership maintains a system systems of internal accounting controls sufficient to provide reasonable assurance that: 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 asset accountability; accountability for its assets, (iii) access to the assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company 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 Company Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the CompanyPartnership’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company 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 CompanyPartnership’s periodic reports filed with the Commission, and, except as disclosed in the Company SEC Documents, and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) The Company Partnership and, to the CompanyPartnership’s knowledge, its GP LLC’s directors or officers, in their capacities as such, are in compliance in 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: Series a Preferred Unit Purchase Agreement (Plains All American Pipeline Lp)

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as disclosed in the Company SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Except as disclosed in the Company SEC Documents, the 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 Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company 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 Company’s periodic reports filed with the Commission, and, except as disclosed in the Company SEC Documents, and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) The Company and, to the Knowledge of the Company’s knowledge, its directors or officers, in their capacities as such, are in compliance in 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: Series B Redeemable Preferred Stock Purchase Agreement (Rosehill Resources Inc.)

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Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as disclosed in the Company SEC Documents, the Company maintains a system The Partnership Entities maintain systems of internal accounting controls sufficient to provide reasonable assurance that: 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 Entities’ financial statements in conformity with GAAP and to maintain asset accountability; accountability for its assets, (iii) access to the Partnership Entities’ assets is permitted only in accordance with management’s general or specific authorization; authorization and (iv) the recorded accountability for the Partnership Entities’ assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Xxxxxxx 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 Company Xxxxxxx 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 Company Xxxxxxx in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Company’s Xxxxxxx’x management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company Xxxxxxx 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 Company’s periodic reports filed with the Commission, and, except as disclosed in the Company SEC Documents, and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) The Company There is and has been no failure on the part of Xxxxxxx and, to the Company’s Xxxxxxx’x knowledge, its the General Partner’s directors or officers, in their capacities as such, are in compliance to comply in 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 (Sanchez Production Partners LP)

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as disclosed in the The Company SEC Documents, the Company maintains and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) 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 is not aware of any material weakness in the internal controls over financial reporting of any of the Company Entities. (b) The 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 Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company 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 and, to the Company’s periodic reports filed with the Commission, and, except as disclosed in the Company SEC Documentsknowledge, such disclosure controls and procedures 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 Company andor, to the Company’s knowledge, its the Company’s directors or officers, officers in their capacities as such, are in compliance to comply in 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: Common Stock Purchase Agreement (Teekay Tankers Ltd.)

Books and Records; Xxxxxxxx-Xxxxx Compliance. (a) Except as disclosed in the Company SEC Documents, the Company maintains 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 financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company Breitburn 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 Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company 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 Company’s periodic reports filed with the Commission, and, except as disclosed in the Company SEC Documents, such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established; such disclosure controls and procedures have been designed to provide reasonable assurance that information required to be disclosed by Breitburn in reports that it files or submits under the Exchange Act is made known to Breitburn’s management, including its principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure, and such disclosure controls and procedures are effective at the reasonable assurance level. (b) Breitburn (i) makes and keeps books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets and (ii) maintains systems 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 generally accepted accounting principles 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 existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) The Company There is and has been no failure on the part of Breitburn and, to the CompanyBreitburn’s knowledge, its the General Partner’s directors or officers, in their capacities as such, are in compliance to comply in 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: Series B Preferred Unit Purchase Agreement (Breitburn Energy Partners LP)

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