Company Reports; Financial Statements. (i) Since September 1, 2002, the Company has filed with or furnished to the Canadian Securities Regulatory Authorities, TSX and SEC the forms, reports and documents, including financial statements, annual information forms, material change reports and management proxy circulars required to be filed or furnished by the Company under applicable Securities Laws (collectively, including any other reports filed with or furnished to the Canadian Securities Regulatory Authorities, the TSX and SEC subsequent to the date hereof, the “Company Reports”). The Company Reports are publicly and freely available on either xxx.xxxxx.xxx or the SEC’s website. The Company Reports, at the time filed or furnished (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), complied, and each such Company Report filed or furnished subsequent to the date hereof will comply, in all material respects with the requirements of applicable Securities Laws and did not, and will not, at the time furnished or filed contain any misrepresentation (as defined in the Securities Laws, as applicable) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has not filed any confidential material change report with the Canadian Securities Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of the Company’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Regulatory Authorities, TSX or SEC. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. (ii) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements, including in each case, any related notes thereto, contained in the Company Reports (the “Company Financial Statements”) complied as to form in all material respects with the published rules and regulations of the Canadian Securities Regulatory Authorities, TSX, SEC and NASDAQ with respect thereto as of their respective dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such filing), and have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be material in amount and the absence of notes thereto) on a consolidated basis. (iii) The Company (A) makes and keeps books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; and (B) devises and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (I) transactions are executed in accordance with management’s general or specific authorization; (II) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with Canadian GAAP or any other criteria applicable to such statements, and (y) to maintain accountability for assets; (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 has (A) established and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and principal financial officer by others within those entities. The Company has disclosed in its annual report on Form 40-F for the fiscal year ended August 31, 2005 any change in the Company’s internal control over financial reporting that occurred during the fiscal year ended August 31, 2005 that materially affected, or was reasonably likely to materially affect, the Company’s internal control over financial reporting for the fiscal year ended August 31, 2005. The Company’s principal executive officer and principal financial officer have disclosed, based on their evaluation of internal control over financial reporting for the fiscal year ended August 31, 2005, to the Company’s auditors and the audit committee of the Company’s board of directors: (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which were reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (B) any fraud, whether or not material, that involved management or other employees who had a significant role in the Company’s internal control over financial reporting. The Company is developing and executing, and throughout the period between signing and Closing will continue to develop and execute, processes, policies and procedures to comply with the requirements of Section 404 under the Xxxxxxxx-Xxxxx Act and related rules and regulations thereunder (“Section 404”) as of the date by which it is required to comply. The Company has no reason to believe that (i) it will not be able to comply with Section 404 as of such date or (ii) that there will be any material weaknesses disclosed in the report of management on the Company’s internal control over financial reporting or the related attestation report of the Company’s independent registered public accounting firm to be included in the Company’s annual report on Form 40-F for the fiscal year ended August 31, 2006, filed with the SEC. As of the date hereof, to the Company’s knowledge there are no significant deficiencies (as defined by the Public Company Accounting Oversight Board) in the Company’s internal control over financial reporting. (iv) The Company is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (B) applicable listing and corporate governance rules and regulations of the TSX and NASDAQ.
Appears in 1 contract
Company Reports; Financial Statements. (ia) Since September 1, 2002, the The Company has filed with or furnished to the Canadian Securities Regulatory Authoritiesfurnished, TSX and SEC the as applicable, on a timely basis all forms, statements, certifications, reports and documents, including financial statements, annual information forms, material change reports and management proxy circulars documents required to be filed or furnished by the Company it under applicable Applicable Securities Laws (collectivelythe forms, including any other statements, certifications, reports and documents filed with or furnished to the Canadian Securities Regulatory Authorities, the TSX and SEC those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). The Company Reports are publicly and freely available on either xxx.xxxxx.xxx or Each of the SEC’s website. The Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished furnished, will comply, in all material respects with Applicable Securities Laws. As of their respective dates (or, if amended or superseded by a filing prior to the date hereofamended, as of the date of such filingamendment), compliedthe Company Reports did not, and each such any Company Report Reports filed with or furnished subsequent to the date hereof will comply, in all material respects with the requirements of applicable Securities Laws and did not, and will not, at the time furnished or filed contain any misrepresentation (as defined in the Securities Laws, as applicable) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. All of the Company Reports are publicly available on SEDAR or EXXXX. The Company has not filed any confidential material change report with the Canadian Securities Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of that at the date hereof remains confidentialconfidential or any other confidential filings under any Applicable Securities Laws.
(b) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Exchanges and Applicable Securities Laws.
(c) The Company is a “reporting issuer” under the Applicable Securities Laws of the provinces of British Columbia and Ontario, and is not in default of any Applicable Securities Laws of any such Canadian jurisdiction. None of the Company’s Subsidiaries is required subject to file any reports continuous or periodic, or other documents with disclosure requirements under any Applicable Securities Laws in any jurisdiction. The Company has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Company received notification from any Securities Authorities seeking to revoke the reporting issuer status of the Canadian Securities Regulatory Authorities, TSX or SECCompany. The Company is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange 1934 Act).
(iid) The annual audited consolidated financial statements and No delisting, suspension of trading in or cease trading order with respect to the quarterly unaudited consolidated financial statementsCommon Shares is pending or, including in each case, any related notes thereto, contained in to the Company Reports (the “Company Financial Statements”) complied as to form in all material respects with the published rules and regulations knowledge of the Canadian Securities Regulatory AuthoritiesCompany, TSX, SEC and NASDAQ with respect thereto as of their respective dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such filing), and have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be material in amount and the absence of notes thereto) on a consolidated basisthreatened.
(iiie) The Company Company’s system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the 1934 Act) is effective in providing reasonable assurance that (A) makes and keeps books, the Company maintains records and accounts, which, that in reasonable detail, detail accurately and fairly reflect the its transactions and dispositions of the assets of the Company; and assets, (B) devises and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (I) transactions are executed in accordance with management’s general or specific authorization; , (IIC) transactions are recorded as necessary (xI) to permit preparation of consolidated financial statements in conformity with Canadian GAAP or any other criteria applicable to such statementsGAAP, and (yII) to maintain accountability for assets; , (IIID) access to assets is permitted only in accordance with management’s general or specific authorization; , and (IVE) 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 (A) established and maintained Company’s “disclosure controls and procedures procedures” (as defined in Rule Rules 13a-15(e) and 15d-15(e) under the Exchange Act1000 Xxx) are reasonably designed to ensure that material all information relating (both financial and non-financial) required to be disclosed by the CompanyCompany in the reports that it files or furnishes under the 1934 Act is recorded, including its consolidated Subsidiariesprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is made known accumulated and communicated to the Company’s principal executive officer and principal financial officer by others within those entitiesmanagement as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed in its annual report on Form 40-F for the fiscal year ended August 31, 2005 any change in the Company’s internal control over financial reporting that occurred during the fiscal year ended August 31, 2005 that materially affected, or was reasonably likely to materially affect, the Company’s internal control over financial reporting for the fiscal year ended August 31, 2005. The Company’s principal executive officer and principal financial officer have disclosed, based on their the most recent evaluation of internal control over its chief executive officer and its chief financial reporting for officer prior to the fiscal year ended August 31, 2005date hereof, to the Company’s auditors and the audit committee of the Company’s board Board of directors: Directors (A) all any “significant deficiencies and deficiencies” or “material weaknesses weaknesses” in the design or operation of its internal control over financial reporting which were that would reasonably likely be expected to adversely affect the Company’s ability to record, process, summarize and report financial information; information and has identified for the Company’s auditors and audit committee of the Board of Directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involved involves management or other employees who had have a significant role in the Company’s internal control over financial reporting. The Company is developing and executing, and throughout has made available to the period between signing and Closing will continue to develop and execute, processes, policies and procedures to comply with the requirements Parent (x) a summary of Section 404 under the Xxxxxxxx-Xxxxx Act and related rules and regulations thereunder (“Section 404”) as of the date any such disclosure made by which it is required to comply. The Company has no reason to believe that (i) it will not be able to comply with Section 404 as of such date or (ii) that there will be any material weaknesses disclosed in the report of management on the Company’s internal control over financial reporting or the related attestation report of the Company’s independent registered public accounting firm to be included in the Company’s annual report on Form 40-F for the fiscal year ended August 31, 2006, filed with the SEC. As of the date hereof, to the Company’s knowledge there are no auditors and audit committee since January 1, 2011 and (y) any material communication since January 1, 2011 made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. For purposes of this Section 6(e), the terms “significant deficiencies (as defined deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board) Board Interim Standard AU 325 parts 2 and 3, as in effect on the date hereof. Since January 1, 2011, none of the Company, any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters. The Company has made available to the Parent a summary of all complaints or concerns relating to other matters made since January 1, 2011 through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of Applicable Securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee of the Board of Directors (or other committee designated for the purpose) or the Board of Directors pursuant to the rules adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules.
(f) There is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or 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.
(ivg) The auditors of the Company are independent chartered accountants as required by Laws and there is not now, and there has never been, any reportable event (as defined in compliance National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of the Company.
(h) Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), or any “off-balance sheet arrangements” (as defined in all Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material respects transaction involving, or material liabilities of, the Company in its published financial statements or other Company Reports.
(i) Each of the balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or, in the case of Company Reports filed after the date hereof, will fairly present, the financial position of the Company and its Subsidiaries as of its date, and each of the statements of earnings and comprehensive income, changes in Shareholders’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents or, in the case of Company Reports filed after the date hereof, will fairly present, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case, in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
(j) Neither the Company nor any of its Subsidiaries has incurred any liabilities of the type required to be set forth on a balance sheet prepared in accordance with GAAP other than (A) liabilities reflected or otherwise reserved against in the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and Audited Balance Sheet, (B) applicable listing liabilities incurred pursuant to this Agreement, and corporate governance rules and regulations (C) liabilities incurred in the ordinary course of business since the date of the TSX Audited Balance Sheet in amounts and NASDAQof the type consistent with the ordinary course of business.
(k) Each Option and RSU was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company.
Appears in 1 contract
Company Reports; Financial Statements. (ia) Since September 1, 2002, the The Company has filed with or furnished to the Canadian Securities Regulatory Authoritiesfurnished, TSX and SEC the as applicable, on a timely basis all forms, statements, certifications, reports and documents, including financial statements, annual information forms, material change reports and management proxy circulars documents required to be filed or furnished by the Company it under applicable Applicable Securities Laws (collectivelythe forms, including any other statements, certifications, reports and documents filed with or furnished to the Canadian Securities Regulatory Authorities, the TSX and SEC those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). The Company Reports are publicly and freely available on either xxx.xxxxx.xxx or Each of the SEC’s website. The Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished furnished, will comply, in all material respects with Applicable Securities Laws. As of their respective dates (or, if amended or superseded by a filing prior to the date hereofamended, as of the date of such filingamendment), compliedthe Company Reports did not, and each such any Company Report Reports filed with or furnished subsequent to the date hereof will comply, in all material respects with the requirements of applicable Securities Laws and did not, and will not, at the time furnished or filed contain any misrepresentation (as defined in the Securities Laws, as applicable) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. All of the Company Reports are publicly available on SEDAR or XXXXX. The Company has not filed any confidential material change report with the Canadian Securities Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of that at the date hereof remains confidentialconfidential or any other confidential filings under any Applicable Securities Laws.
(b) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Exchanges and Applicable Securities Laws.
(c) The Company is a “reporting issuer” under the Applicable Securities Laws of the provinces of British Columbia and Ontario, and is not in default of any Applicable Securities Laws of any such Canadian jurisdiction. None of the Company’s Subsidiaries is required subject to file any reports continuous or periodic, or other documents with disclosure requirements under any Applicable Securities Laws in any jurisdiction. The Company has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Company received notification from any Securities Authorities seeking to revoke the reporting issuer status of the Canadian Securities Regulatory Authorities, TSX or SECCompany. The Company is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange 1934 Act).
(iid) The annual audited consolidated financial statements and No delisting, suspension of trading in or cease trading order with respect to the quarterly unaudited consolidated financial statementsCommon Shares is pending or, including in each case, any related notes thereto, contained in to the Company Reports (the “Company Financial Statements”) complied as to form in all material respects with the published rules and regulations knowledge of the Canadian Securities Regulatory AuthoritiesCompany, TSX, SEC and NASDAQ with respect thereto as of their respective dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such filing), and have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be material in amount and the absence of notes thereto) on a consolidated basisthreatened.
(iiie) The Company Company’s system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the 1934 Act) is effective in providing reasonable assurance that (A) makes and keeps books, the Company maintains records and accounts, which, that in reasonable detail, detail accurately and fairly reflect the its transactions and dispositions of the assets of the Company; and assets, (B) devises and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (I) transactions are executed in accordance with management’s general or specific authorization; , (IIC) transactions are recorded as necessary (xI) to permit preparation of consolidated financial statements in conformity with Canadian GAAP or any other criteria applicable to such statementsGAAP, and (yII) to maintain accountability for assets; , (IIID) access to assets is permitted only in accordance with management’s general or specific authorization; , and (IVE) 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 (A) established and maintained Company’s “disclosure controls and procedures procedures” (as defined in Rule Rules 13a-15(e) and 15d-15(e) under the Exchange Act0000 Xxx) are reasonably designed to ensure that material all information relating (both financial and non-financial) required to be disclosed by the CompanyCompany in the reports that it files or furnishes under the 1934 Act is recorded, including its consolidated Subsidiariesprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is made known accumulated and communicated to the Company’s principal executive officer and principal financial officer by others within those entitiesmanagement as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed in its annual report on Form 40-F for the fiscal year ended August 31, 2005 any change in the Company’s internal control over financial reporting that occurred during the fiscal year ended August 31, 2005 that materially affected, or was reasonably likely to materially affect, the Company’s internal control over financial reporting for the fiscal year ended August 31, 2005. The Company’s principal executive officer and principal financial officer have disclosed, based on their the most recent evaluation of internal control over its chief executive officer and its chief financial reporting for officer prior to the fiscal year ended August 31, 2005date hereof, to the Company’s auditors and the audit committee of the Company’s board Board of directors: Directors (A) all any “significant deficiencies and deficiencies” or “material weaknesses weaknesses” in the design or operation of its internal control over financial reporting which were that would reasonably likely be expected to adversely affect the Company’s ability to record, process, summarize and report financial information; information and has identified for the Company’s auditors and audit committee of the Board of Directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involved involves management or other employees who had have a significant role in the Company’s internal control over financial reporting. The Company is developing and executing, and throughout has made available to the period between signing and Closing will continue to develop and execute, processes, policies and procedures to comply with the requirements Parent (x) a summary of Section 404 under the Xxxxxxxx-Xxxxx Act and related rules and regulations thereunder (“Section 404”) as of the date any such disclosure made by which it is required to comply. The Company has no reason to believe that (i) it will not be able to comply with Section 404 as of such date or (ii) that there will be any material weaknesses disclosed in the report of management on the Company’s internal control over financial reporting or the related attestation report of the Company’s independent registered public accounting firm to be included in the Company’s annual report on Form 40-F for the fiscal year ended August 31, 2006, filed with the SEC. As of the date hereof, to the Company’s knowledge there are no auditors and audit committee since January 1, 2011 and (y) any material communication since January 1, 2011 made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. For purposes of this Section 6(e), the terms “significant deficiencies (as defined deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board) Board Interim Standard AU 325 parts 2 and 3, as in effect on the date hereof. Since January 1, 2011, none of the Company, any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters. The Company has made available to the Parent a summary of all complaints or concerns relating to other matters made since January 1, 2011 through the Company’s internal control over financial reporting.
whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of Applicable Securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee of the Board of Directors (ivor other committee designated for the purpose) The Company is in compliance in all material respects with (A) or the applicable provisions Board of Directors pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules.
(f) There is no material weakness (as such term is defined in National Instrument 52-109 – Certification of 2002 Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or 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.
(g) The auditors of the Company are independent chartered accountants as required by Laws and there is not now, and there has never been, any reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of the Company.
(h) Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company Reports.
(i) Each of the balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or, in the case of Company Reports filed after the date hereof, will fairly present, the financial position of the Company and its Subsidiaries as of its date, and each of the statements of earnings and comprehensive income, changes in Shareholders’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents or, in the case of Company Reports filed after the date hereof, will fairly present, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year- end audit adjustments that will not be material in amount or effect), in each case, in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
(j) Neither the Company nor any of its Subsidiaries has incurred any liabilities of the type required to be set forth on a balance sheet prepared in accordance with GAAP other than (A) liabilities reflected or otherwise reserved against in the Audited Balance Sheet, (B) applicable listing liabilities incurred pursuant to this Agreement, and corporate governance rules and regulations (C) liabilities incurred in the ordinary course of business since the date of the TSX Audited Balance Sheet in amounts and NASDAQof the type consistent with the ordinary course of business.
(k) Each Option and RSU was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company.
Appears in 1 contract
Company Reports; Financial Statements. (ia) Since September July 1, 20022009, the Company has filed with or furnished to the Canadian Securities Regulatory Authoritiesfurnished, TSX and SEC the as applicable, on a timely basis all forms, statements, certifications, reports and documents, including financial statements, annual information forms, material change reports and management proxy circulars documents required to be filed or furnished by the Company it under applicable Applicable Securities Laws (collectivelythe forms, including any other statements, certifications, reports and documents filed with or furnished to the Canadian Securities Regulatory Authoritiessince July 1, the TSX 2009 and SEC those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). The Each of the Company Reports are publicly and freely available on either xxx.xxxxx.xxx required to be filed or the SEC’s website. The Company Reportsfurnished under Applicable Securities Laws, at the time of its filing or being furnished complied or, if not yet filed or furnished furnished, will comply, in all material respects with Applicable Securities Laws. As of their respective dates (or, if amended or superseded by a filing prior to the date hereofamended, as of the date of such filingamendment), compliedthe Company Reports did not, and each such any Company Report Reports filed with or furnished subsequent to the date hereof will comply, in all material respects with the requirements of applicable Securities Laws and did not, and will not, at the time furnished or filed contain any misrepresentation (as defined in the Securities Laws, as applicable) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. All of the Company Reports required to be filed or furnished under Applicable Securities Laws are, or if not yet filed or furnished will be, publicly available on SEDAR or EXXXX to the extent required by Applicable Securities Laws. The Company has not filed any confidential material change report with the Canadian Securities Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of that at the date hereof remains confidentialconfidential or, other than confidential treatment requests filed with the SEC for which a confidentiality order has been granted by the SEC, any other confidentiality filings under any Applicable Securities Laws.
(b) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Exchanges and Applicable Securities Laws.
(c) The Company is a “reporting issuer” under the Applicable Securities Laws of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Ontario and Nova Scotia, and is not in default of any Applicable Securities Laws of any such Canadian jurisdiction. None of the Company’s Subsidiaries is required subject to file any reports continuous or periodic, or other documents with disclosure requirements under any Applicable Securities Laws in any jurisdiction. The Company has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Company received notification from any Securities Authorities seeking to revoke the reporting issuer status of the Canadian Securities Regulatory Authorities, TSX or SECCompany. The Company is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange 1934 Act).
(iid) The annual audited consolidated financial statements and No delisting, suspension of trading in or cease trading order with respect to the quarterly unaudited consolidated financial statementsCommon Shares is pending or, including in each case, any related notes thereto, contained in to the Company Reports (the “Company Financial Statements”) complied as to form in all material respects with the published rules and regulations knowledge of the Canadian Securities Regulatory AuthoritiesCompany, TSX, SEC and NASDAQ with respect thereto as of their respective dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such filing), and have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be material in amount and the absence of notes thereto) on a consolidated basisthreatened.
(iiie) The Company Company’s system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the 1934 Act) is effective in providing reasonable assurance that (A) makes and keeps books, the Company maintains records and accounts, which, that in reasonable detail, detail accurately and fairly reflect the its transactions and dispositions of the assets of the Company; and assets, (B) devises and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (I) transactions are executed in accordance with management’s general or specific authorization; , (IIC) transactions are recorded as necessary (xI) to permit preparation of consolidated financial statements in conformity with Canadian GAAP or any other criteria applicable to such statementsGAAP, and (yII) to maintain accountability for assets; , (IIID) access to assets is permitted only in accordance with management’s general or specific authorization; , and (IVE) 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 (A) established and maintained Company’s “disclosure controls and procedures procedures” (as defined in Rule Rules 13a-15(e) and 15d-15(e) under the Exchange Act1000 Xxx) are reasonably designed to ensure that material all information relating (both financial and non-financial) required to be disclosed by the CompanyCompany in the reports that it files or furnishes under the 1934 Act is recorded, including its consolidated Subsidiariesprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is made known accumulated and communicated to the Company’s principal executive officer and principal financial officer by others within those entitiesmanagement as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed in its annual report on Form 40-F for the fiscal year ended August 31, 2005 any change in the Company’s internal control over financial reporting that occurred during the fiscal year ended August 31, 2005 that materially affected, or was reasonably likely to materially affect, the Company’s internal control over financial reporting for the fiscal year ended August 31, 2005. The Company’s principal executive officer and principal financial officer have disclosed, based on their the most recent evaluation of internal control over its chief executive officer and its chief financial reporting for officer prior to the fiscal year ended August 31, 2005date hereof, to the Company’s auditors and the audit committee of the Company’s board Board of directors: Directors (A) all any “significant deficiencies and deficiencies” or “material weaknesses weaknesses” in the design or operation of its internal control over financial reporting which were that would reasonably likely be expected to adversely affect the Company’s ability to record, process, summarize and report financial information; information and has identified for the Company’s auditors and audit committee of the Board of Directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involved involves management or other employees who had have a significant role in the Company’s internal control over financial reporting. The Company is developing and executing, and throughout has made available to the period between signing and Closing will continue to develop and execute, processes, policies and procedures to comply with the requirements Parent (x) a summary of Section 404 under the Xxxxxxxx-Xxxxx Act and related rules and regulations thereunder (“Section 404”) as of the date any such disclosure made by which it is required to comply. The Company has no reason to believe that (i) it will not be able to comply with Section 404 as of such date or (ii) that there will be any material weaknesses disclosed in the report of management on the Company’s internal control over financial reporting or the related attestation report of the Company’s independent registered public accounting firm to be included in the Company’s annual report on Form 40-F for the fiscal year ended August 31, 2006, filed with the SEC. As of the date hereof, to the Company’s knowledge there are no auditors and audit committee since July 1, 2009 and (y) any material communication since July 1, 2009 made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. For purposes of this Section 6(e), the terms “significant deficiencies (as defined deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board) Board Interim Standard AU 325 parts 2 and 3, as in effect on the date hereof. Since July 1, 2009, none of the Company, any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters. The Company has made available to the Parent a summary of all material complaints or concerns relating to other matters made since July 1, 2009 through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of Applicable Securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee of the Board of Directors (or other committee designated for the purpose) or the Board of Directors pursuant to the rules adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules.
(f) To the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or 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.
(ivg) The auditors of the Company are independent chartered accountants as required by applicable Laws and there is not now, and to the knowledge of the Company, there has never been, any reportable event (as defined in compliance National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of the Company.
(h) Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company Reports.
(i) Each of the balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects or, in the case of Company Reports filed after the date hereof, will fairly present in all material respects, the financial position of the Company and its Subsidiaries as of its date, and each of the statements of income, changes in Shareholders’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents or, in the case of Company Reports filed after the date hereof, will fairly present in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case, in accordance GAAP consistently applied during the periods involved, except as may be noted therein.
(j) Neither the Company nor any of its Subsidiaries has incurred any liabilities of the type required to be set forth on a balance sheet prepared in accordance with GAAP other than (A) liabilities reflected or otherwise reserved against in the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and Audited Balance Sheet, (B) applicable listing and corporate governance rules and regulations liabilities incurred pursuant to this Agreement, (C) liabilities incurred in the ordinary course of business since the date of the TSX Audited Balance Sheet in amounts and NASDAQof the type consistent with the ordinary course of business, and (D) liabilities that are not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
(k) Each Option and SAR was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company.
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