Common use of Disclosure Controls and Internal Control over Financial Reporting Clause in Contracts

Disclosure Controls and Internal Control over Financial Reporting. (a) Other than with respect to any recently acquired Subsidiaries of Agnico that may be excepted from compliance with certain obligations relating to disclosure controls and procedures in accordance with NI 52-109, Agnico has established and maintains a system of disclosure controls and procedures (as such term is defined in NI 52-109) that are designed to provide reasonable assurance that information required to be disclosed by Agnico in its annual filings, interim filings or other reports filed or submitted by it under Laws is recorded, processed, summarized and reported within the time periods specified by such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Agnico in its annual filings, interim filings or other reports filed or submitted under Laws are accumulated and communicated to Agnico’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (b) Other than with respect to any recently acquired Subsidiaries of Agnico that may be excepted from compliance with certain obligations relating to internal control over financial reporting in accordance with NI 52-109, Agnico has established and maintains a system of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of Agnico’s financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. (c) To the knowledge of Agnico, there is no material weakness (as such term is defined in NI 52-109) relating to the design, implementation or maintenance of its internal control over financial reporting that are reasonably likely to adversely affect the ability of Agnico to record, process, summarize and report financial information, 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 Agnico. To the knowledge of Agnico, none of Agnico, any of its Subsidiaries, or any of their respective directors, officers, auditors, accountants or representatives 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 of Agnico or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Agnico 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 which has not been resolved to the satisfaction of the audit committee of the Agnico Board.

Appears in 1 contract

Samples: Merger Agreement (Agnico Eagle Mines LTD)

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Disclosure Controls and Internal Control over Financial Reporting. (a) Other than with respect to any recently acquired Corporation and its Subsidiaries of Agnico that may be excepted from compliance with certain obligations relating to disclosure controls and procedures in accordance with NI 52-109, Agnico has have established and maintains a system of disclosure controls and procedures (as such term is defined in NI 52-109) that are designed to provide reasonable assurance that information required to be disclosed by Agnico in its annual filings, interim filings or other reports filed or submitted by it under Laws is recorded, processed, summarized and reported within the time periods specified by such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Agnico in its annual filings, interim filings or other reports filed or submitted under Laws are accumulated and communicated to Agnico’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (b) Other than with respect to any recently acquired Subsidiaries of Agnico that may be excepted from compliance with certain obligations relating to internal control over financial reporting in accordance with NI 52-109, Agnico has established and maintains maintain a system of internal control over financial reporting (as such term which is defined effective in NI 52-109) that is designed to provide providing reasonable assurance regarding the reliability of Agnico’s financial reporting and the preparation of financial statements for external purposes in accordance with IFRSIFRS and National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"). (cb) To the knowledge Corporation and its Subsidiaries are not aware of Agnico, there is no any material weakness weaknesses (as such term is defined in NI 52-109) in their internal control over financial reporting relating to the design, implementation or maintenance of its internal control over financial reporting that are reasonably likely to adversely affect the ability of Agnico to record, process, summarize and report financial informationreporting, 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 AgnicoCorporation, which would be required to be disclosed in a certificate issued pursuant to NI 52-109. (c) Corporation and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and 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. (d) Corporation has established and maintains, within the time periods specified in applicable Securities Laws, a system of disclosure controls and procedures designed to ensure that information required to be disclosed by it under applicable Securities Laws will be recorded, processed, summarized and reported in accordance with and within the time periods specified in applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed will be accumulated and communicated to the management of Corporation, including the Chief Executive Officer of Corporation and the Chief Financial Officer of Corporation or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and such disclosure controls and procedures are effective. (e) Since the date of the most recent Corporation Financial Statements, there has been no change in Corporation's or any of its Subsidiaries' internal control over financial reporting and disclosure controls and procedures that has materially affected, or is reasonably likely to materially affect, Corporation's or any of its Subsidiaries' internal control over financial reporting and disclosure controls and procedures. To the knowledge of AgnicoCorporation, none of AgnicoCorporation, any of its Subsidiaries, or any of their respective directors, officers, auditors, accountants or representatives Representatives 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 of Agnico or any of its Subsidiaries or their respective internal accounting controlsmatters, including any material complaint, allegation, assertion, or claim that Agnico Corporation 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 which has not been resolved to the satisfaction of the audit committee of the Agnico Boardmatters.

Appears in 1 contract

Samples: Arrangement Agreement (Clementia Pharmaceuticals Inc.)

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Disclosure Controls and Internal Control over Financial Reporting. (a) Other than with respect to any recently acquired Subsidiaries of Agnico that may be excepted from compliance with certain obligations relating to disclosure controls and procedures in accordance with NI 52-109, Agnico has established and maintains a system of disclosure controls and procedures (as such term is defined in NI 52-109) that are designed to provide reasonable assurance that information required to be disclosed by Agnico in its annual filings, interim filings or other reports filed or submitted by it under Laws is recorded, processed, summarized and reported within the time periods specified by such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Agnico in its annual filings, interim filings or other reports filed or submitted under Laws are accumulated and communicated to Agnico’s 's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (b) Other than with respect to any recently acquired Subsidiaries of Agnico that may be excepted from compliance with certain obligations relating to internal control over financial reporting in accordance with NI 52-109, Agnico has established and maintains a system of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of Agnico’s 's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. (c) To the knowledge of Agnico, there is no material weakness (as such term is defined in NI 52-109) relating to the design, implementation or maintenance of its internal control over financial reporting that are reasonably likely to adversely affect the ability of Agnico to record, process, summarize and report financial information, 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 Agnico. To the knowledge of Agnico, none of Agnico, any of its Subsidiaries, or any of their respective directors, officers, auditors, accountants or representatives 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 of Agnico or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Agnico 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 which has not been resolved to the satisfaction of the audit committee of the Agnico Board.

Appears in 1 contract

Samples: Merger Agreement (Kirkland Lake Gold Ltd.)

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