Common use of Disclosure and Financial Controls Clause in Contracts

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 the same rules and regulations as Cummins.

Appears in 1 contract

Samples: Separation Agreement (Atmus Filtration Technologies Inc.)

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

Appears in 1 contract

Samples: Separation Agreement (Envista Holdings Corp)

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 SxxxxxxxXxxxxxxx-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 the same rules and regulations as Cummins.

Appears in 1 contract

Samples: Separation Agreement (Atmus Filtration Technologies Inc.)

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

Appears in 1 contract

Samples: Separation Agreement (Vontier Corp)

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