Common use of Disclosure and Financial Controls Clause in Contracts

Disclosure and Financial Controls. Envista will, and will cause each other member of the Envista Group to, maintain, as of and after the Effective Date, disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act; Envista will cause each of its principal executive and principal financial officers to sign and deliver certifications to Envista’s periodic reports and will include the certifications in Envista’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; Envista will comply with its obligations under Sections 302 and 404 of the Xxxxxxxx-Xxxxx Act of 2002; Envista will cause its management to evaluate Envista’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; Envista will disclose in its periodic reports filed with the Commission information concerning Envista management’s responsibilities for and evaluation of Envista’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of Envista’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, without limiting the general application of the foregoing, Envista will, and will cause each other member of the Envista Group to, maintain as of and after the Effective Date internal systems and procedures that will provide reasonable assurance that (i) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable Law, (ii) all transactions of members of the Envista Group are recorded as necessary to permit the preparation of the Financial Statements, (iii) the receipts and expenditures of members of the Envista Group are authorized at the appropriate level within Envista, and (iv) unauthorized use or disposition of the assets of any member of the Envista 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 Envista shall be deemed to assume, for purposes hereof, that Envista is subject to the same rules and regulations as Xxxxxxx.

Appears in 1 contract

Samples: Separation Agreement (Envista Holdings Corp)

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Disclosure and Financial Controls. Envista will(i) Filtration shall, and will shall cause each other member of the Envista Filtration Group to, maintain, as of and after the Effective Date, maintain disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act; Envista will (ii) Filtration shall cause each of its principal executive and principal financial officers to sign and deliver certifications to EnvistaFiltration’s periodic reports and will include the certifications in EnvistaFiltration’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; Envista will (iii) Filtration shall comply with its obligations under Sections 302 and 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; Envista will (iv) Filtration shall cause its management to evaluate EnvistaFiltration’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; Envista will (v) Filtration shall disclose in its periodic reports filed with the Commission information concerning Envista Filtration management’s responsibilities for and evaluation of EnvistaFiltration’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of EnvistaFiltration’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, and (vi) without limiting the general application of the foregoing, Envista willFiltration shall, and will shall cause each other member of the Envista Filtration Group to, maintain as of and after the Effective Date internal systems and procedures that will provide reasonable assurance that (iA) the Financial Statements (as defined below) are reliable and timely prepared in accordance with GAAP and applicable Law, (iiB) all transactions of members of the Envista Filtration Group are recorded as necessary to permit the preparation of the Financial Statements, (iiiC) the receipts and expenditures of members of the Envista Filtration Group are authorized at the appropriate level within EnvistaFiltration, and (ivD) unauthorized use or disposition of the assets of any member of the Envista 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 Envista Filtration shall be deemed to assume, for purposes hereof, that Envista Filtration is subject to the same rules and regulations as XxxxxxxCummins.

Appears in 1 contract

Samples: Separation Agreement (Atmus Filtration Technologies Inc.)

Disclosure and Financial Controls. Envista will(i) Filtration shall, and will shall cause each other member of the Envista Filtration Group to, maintain, as of and after the Effective Date, maintain disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act; Envista will (ii) Filtration shall cause each of its principal executive and principal financial officers to sign and deliver certifications to EnvistaFiltration’s periodic reports and will include the certifications in EnvistaFiltration’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; Envista will (iii) Filtration shall comply with its obligations under Sections 302 and 404 of the Xxxxxxxx-Xxxxx Act of 2002; Envista will (iv) Filtration shall cause its management to evaluate EnvistaFiltration’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; Envista will (v) Filtration shall disclose in its periodic reports filed with the Commission information concerning Envista Filtration management’s responsibilities for and evaluation of EnvistaFiltration’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of EnvistaFiltration’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, and (vi) without limiting the general application of the foregoing, Envista willFiltration shall, and will shall cause each other member of the Envista Filtration Group to, maintain as of and after the Effective Date internal systems and procedures that will provide reasonable assurance that (iA) the Financial Statements (as defined below) are reliable and timely prepared in accordance with GAAP and applicable Law, (iiB) all transactions of members of the Envista Filtration Group are recorded as necessary to permit the preparation of the Financial Statements, (iiiC) the receipts and expenditures of members of the Envista Filtration Group are authorized at the appropriate level within EnvistaFiltration, and (ivD) unauthorized use or disposition of the assets of any member of the Envista 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 Envista Filtration shall be deemed to assume, for purposes hereof, that Envista Filtration is subject to the same rules and regulations as XxxxxxxCummins.

Appears in 1 contract

Samples: Separation Agreement (Atmus Filtration Technologies Inc.)

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Disclosure and Financial Controls. Envista Vontier will, and will cause each other member of the Envista Vontier Group to, maintain, as of and after the Effective Date, disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act; Envista Vontier will cause each of its principal executive and principal financial officers to sign and deliver certifications to EnvistaVontier’s periodic reports and will include the certifications in EnvistaVontier’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; Envista Vontier will comply with its obligations under Sections 302 and 404 of the Xxxxxxxx-Xxxxx Act of 2002; Envista Vontier will cause its management to evaluate EnvistaVontier’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; Envista Vontier will disclose in its periodic reports filed with the Commission information concerning Envista Vontier management’s responsibilities for and evaluation of EnvistaVontier’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of EnvistaVontier’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, without limiting the general application of the foregoing, Envista Vontier will, and will cause each other member of the Envista Vontier Group to, maintain as of and after the Effective Date internal systems and procedures that will provide reasonable assurance that (i) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable Law, (ii) all transactions of members of the Envista Vontier Group are recorded as necessary to permit the preparation of the Financial Statements, (iii) the receipts and expenditures of members of the Envista Vontier Group are authorized at the appropriate level within EnvistaVontier, and (iv) unauthorized use or disposition of the assets of any member of the Envista Vontier 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 Envista Vontier shall be deemed to assume, for purposes hereof, that Envista Vontier is subject to the same rules and regulations as XxxxxxxFortive.

Appears in 1 contract

Samples: Separation Agreement (Vontier Corp)

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