Disclosure and Financial Controls. Newmark will, and will cause each other member of the Newmark Group to, maintain, as of and after the IPO Closing Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act; Newmark will, and will cause each other member of the Newmark Group to maintain, as of and after the IPO Closing Date internal systems and procedures that will provide reasonable assurance that (A) Newmark’s annual and quarterly financial statements are reliable and timely prepared in accordance with U.S. GAAP and Applicable Law, (B) all transactions of members of the Newmark Group are recorded as necessary to permit the preparation of Newmark’s annual and quarterly financial statements, (C) the receipts and expenditures of members of the Newmark Group are authorized at the appropriate level within Newmark and (D) unauthorized use or disposition of the assets of any member of the Newmark Group that could have material effect on Newmark’s annual and quarterly financial statements is prevented or detected in a timely manner.
Disclosure and Financial Controls eCOST will, and will cause each other member of the eCOST Group to, maintain, as of and after the IPO Effective Date, disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 promulgated under the Exchange Act; eCOST will cause each of its principal executive and principal financial officers to sign and deliver certifications to eCOST’s periodic reports and will include the certifications in eCOST’s periodic reports, as and when required pursuant to Rule 13a-14 promulgated under the Exchange Act and Item 601 of Regulation S-K; eCOST will cause its management to evaluate eCOST’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Rule 13a-15 promulgated under the Exchange Act; eCOST will disclose in its periodic reports filed with the SEC information concerning eCOST management’s responsibilities for and evaluation of eCOST’s disclosure controls and procedures and internal control over financial reporting (including, without limitation, the annual management report and attestation report of eCOST’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable SEC rules; and, without limiting the general application of the foregoing, eCOST will, and will cause each other member of the eCOST Group to, maintain as of and after the IPO Effective Date internal systems and procedures that will provide reasonable assurance that (A) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable law, (B) all transactions of members of the eCOST Group are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of members of the eCOST Group are authorized at the appropriate level within eCOST, and (D) unauthorized use or disposition of the assets of any member of the eCOST Group that could have material effect on the Financial Statements is prevented or detected in a timely manner.
Disclosure and Financial Controls. Kenvue will, and will cause each other member of the Kenvue Group to, maintain, as of and after the Separation Date, (i) disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 and (ii) internal systems and procedures that provide reasonable assurance that (A) Kenvue’s Financial Statements are reliable and timely prepared in accordance with GAAP and applicable Law, (B) all transactions of members of the Kenvue Group are recorded as necessary to permit the preparation of Kenvue’s Financial Statements, (C) the receipts and expenditures of members of the Kenvue Group are authorized at the appropriate level within Kenvue and (D) unauthorized use or disposition of the assets of any member of the Kenvue Group that could have a material effect on Kenvue’s Financial Statements is prevented or detected and communicated in a timely manner.
Disclosure and Financial Controls. The Company agrees that, for so long as Pfizer is required to consolidate the results of operations and financial position of the Company and any other members of the Company Group or to account for its investment in the Company under the equity method of accounting (determined in accordance with GAAP and consistent with Commission reporting requirements):
Disclosure and Financial Controls. The Company agrees that, for so long as Cellectis is required to consolidate the results of operations and financial position of the Company and any other members of the Company Group or to account for its investment in the Company under the equity method of accounting (determined in accordance with IFRS and consistent with reporting requirements under Cellectis policies applicable at the Effective Date and under applicable Law):
Disclosure and Financial Controls. The Parties agree that, for so long as Southwest is required to consolidate the results of operations and financial position of Centuri and any other members of the Centuri Group or to account for its investment in Centuri or any other member of the Centuri Group under the equity method of accounting (determined in accordance with GAAP consistently applied and consistent with SEC reporting requirements) or to complete a financial statement audit for any such period:
Disclosure and Financial Controls. Venator agrees that, for so long as and only for such periods Huntsman is required to (x) consolidate the results of operations and financial position of Venator and any other members of the Venator Group or (y) account for its investment in Venator under the equity method of accounting (determined in accordance with GAAP and consistent with SEC reporting requirements):
Disclosure and Financial Controls. (i) Filtration shall, and shall cause each other member of the Filtration Group to, maintain disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act; (ii) Filtration shall cause each of its principal executive and principal financial officers to sign and deliver certifications to Filtration’s periodic reports and will include the certifications in Filtration’s periodic reports, in each case, as and when required pursuant to Rule 13a-14 under the Exchange Act and Item 601 of Regulation S-K; (iii) Filtration shall comply with its obligations under Sections 302 and 404 of the Sxxxxxxx-Xxxxx Act of 2002; (iv) Filtration shall cause its management to evaluate Filtration’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Rule 13a-15 under the Exchange Act; (v) Filtration shall disclose in its periodic reports filed with the Commission information concerning Filtration management’s responsibilities for and evaluation of Filtration’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of Filtration’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable Commission rules; and (vi) without limiting the general application of the foregoing, Filtration shall, and shall cause each other member of the Filtration Group to, maintain internal systems and procedures that will provide reasonable assurance that (A) the Financial Statements (as defined below) are reliable and timely prepared in accordance with GAAP and applicable Law, (B) all transactions of members of the Filtration Group are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of members of the Filtration Group are authorized at the appropriate level within Filtration, and (D) unauthorized use or disposition of the assets of any member of the Filtration Group that could have a material effect on the Financial Statements is prevented or detected in a timely manner. It is understood and agreed that references in this Section 7.1(a) to reporting or other obligations of Filtration shall be deemed to assume, for purposes hereof, that Filtration is subject to ...
Disclosure and Financial Controls. Centuri will, and will cause each other member of the Centuri Group to, maintain, as of and after the IPO Effective Date, (i) disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 and (ii) internal systems and procedures that provide reasonable assurance that (A) the Financial Statements are reliable and timely prepared in accordance with GAAP as historically applied by Southwest and applicable Law, (B) all transactions of members of the Centuri Group are recorded as necessary to permit the preparation of the financial statements of Southwest and Centuri, (C) the receipts and expenditures of members of the Centuri Group are authorized at the appropriate level within the Centuri Group and (D) unauthorized use or disposition of the assets of any member of the Centuri Group that could have a material effect on the Financial Statements is prevented or detected and communicated in a timely manner.
Disclosure and Financial Controls. Concentra will, and will cause each other member of the Concentra Group to, maintain, as of and after the Separation Date, (i) disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 and (ii) internal systems and procedures that provide reasonable assurance that (A) Concentra’s Financial Statements are reliable and timely prepared in accordance with GAAP and applicable Law, (B) all transactions of members of the Concentra Group are recorded as necessary to permit the preparation of Concentra’s Financial Statements, (C) the receipts and expenditures of members of the Concentra Group are authorized at the appropriate level within Concentra and (D) unauthorized use or disposition of the assets of any member of the Concentra Group that could have a material effect on Concentra’s Financial Statements is prevented or detected and communicated in a timely manner.
