Common use of Disclosure and Financial Controls Clause in Contracts

Disclosure and Financial Controls. Vontier will, and will cause each other member of the 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; Vontier will cause each of its principal executive and principal financial officers to sign and deliver certifications to Vontier’s periodic reports and will include the certifications in Vontier’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; Vontier will comply with its obligations under Sections 302 and 404 of the Xxxxxxxx-Xxxxx Act of 2002; Vontier will cause its management to evaluate Vontier’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; Vontier will disclose in its periodic reports filed with the Commission information concerning Vontier management’s responsibilities for and evaluation of Vontier’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of Vontier’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, Vontier will, and will cause each other member of the 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 Vontier Group are recorded as necessary to permit the preparation of the Financial Statements, (iii) the receipts and expenditures of members of the Vontier Group are authorized at the appropriate level within Vontier, and (iv) unauthorized use or disposition of the assets of any member of the 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 Vontier shall be deemed to assume, for purposes hereof, that Vontier is subject to the same rules and regulations as Fortive.

Appears in 1 contract

Samples: Separation Agreement (Vontier Corp)

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Disclosure and Financial Controls. Vontier Envista will, and will cause each other member of the Vontier 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; Vontier Envista will cause each of its principal executive and principal financial officers to sign and deliver certifications to VontierEnvista’s periodic reports and will include the certifications in VontierEnvista’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; Vontier Envista will comply with its obligations under Sections 302 and 404 of the Xxxxxxxx-Xxxxx Act of 2002; Vontier Envista will cause its management to evaluate VontierEnvista’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; Vontier Envista will disclose in its periodic reports filed with the Commission information concerning Vontier Envista management’s responsibilities for and evaluation of VontierEnvista’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of VontierEnvista’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, Vontier Envista will, and will cause each other member of the Vontier 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 Vontier Envista Group are recorded as necessary to permit the preparation of the Financial Statements, (iii) the receipts and expenditures of members of the Vontier Envista Group are authorized at the appropriate level within VontierEnvista, and (iv) unauthorized use or disposition of the assets of any member of the Vontier 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 Vontier Envista shall be deemed to assume, for purposes hereof, that Vontier Envista is subject to the same rules and regulations as FortiveXxxxxxx.

Appears in 1 contract

Samples: Separation Agreement (Envista Holdings Corp)

Disclosure and Financial Controls. Vontier will(i) Filtration shall, and will shall cause each other member of the Vontier 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; Vontier will (ii) Filtration shall cause each of its principal executive and principal financial officers to sign and deliver certifications to VontierFiltration’s periodic reports and will include the certifications in VontierFiltration’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; Vontier will (iii) Filtration shall comply with its obligations under Sections 302 and 404 of the Xxxxxxxx-Xxxxx Act of 2002; Vontier will (iv) Filtration shall cause its management to evaluate VontierFiltration’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; Vontier will (v) Filtration shall disclose in its periodic reports filed with the Commission information concerning Vontier Filtration management’s responsibilities for and evaluation of VontierFiltration’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of VontierFiltration’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, Vontier willFiltration shall, and will shall cause each other member of the Vontier 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 Vontier Filtration Group are recorded as necessary to permit the preparation of the Financial Statements, (iiiC) the receipts and expenditures of members of the Vontier Filtration Group are authorized at the appropriate level within VontierFiltration, and (ivD) unauthorized use or disposition of the assets of any member of the Vontier 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 Vontier Filtration shall be deemed to assume, for purposes hereof, that Vontier Filtration is subject to the same rules and regulations as FortiveCummins.

Appears in 1 contract

Samples: Separation Agreement (Atmus Filtration Technologies Inc.)

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Disclosure and Financial Controls. Vontier will(i) Filtration shall, and will shall cause each other member of the Vontier 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; Vontier will (ii) Filtration shall cause each of its principal executive and principal financial officers to sign and deliver certifications to VontierFiltration’s periodic reports and will include the certifications in VontierFiltration’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; Vontier will (iii) Filtration shall comply with its obligations under Sections 302 and 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; Vontier will (iv) Filtration shall cause its management to evaluate VontierFiltration’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; Vontier will (v) Filtration shall disclose in its periodic reports filed with the Commission information concerning Vontier Filtration management’s responsibilities for and evaluation of VontierFiltration’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of VontierFiltration’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, Vontier willFiltration shall, and will shall cause each other member of the Vontier 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 Vontier Filtration Group are recorded as necessary to permit the preparation of the Financial Statements, (iiiC) the receipts and expenditures of members of the Vontier Filtration Group are authorized at the appropriate level within VontierFiltration, and (ivD) unauthorized use or disposition of the assets of any member of the Vontier 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 Vontier Filtration shall be deemed to assume, for purposes hereof, that Vontier Filtration is subject to the same rules and regulations as FortiveCummins.

Appears in 1 contract

Samples: Separation Agreement (Atmus Filtration Technologies Inc.)

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