Common use of Disclosure of Financial Controls Clause in Contracts

Disclosure of Financial Controls. WhiteWave shall, and shall cause each other WhiteWave Group Member to, maintain, as of and after the Contribution Closing, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act; WhiteWave shall cause each of its principal executive officer and its principal financial officer to sign and deliver certifications to WhiteWave’s periodic reports and shall include the certifications in WhiteWave’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation S-K; WhiteWave shall cause its management to evaluate WhiteWave’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 Exchange Act Rule 13a-15; WhiteWave shall disclose in its periodic reports filed with the SEC information concerning WhiteWave management’s responsibilities for and evaluation of WhiteWave’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of WhiteWave’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, WhiteWave shall, and shall cause each other WhiteWave Group Member to, maintain as of and after the Contribution Closing internal systems and procedures that provide reasonable assurance that (A) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable Law, (B) all transactions of any WhiteWave Group Member are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of any WhiteWave Group Member are authorized at the appropriate level within the WhiteWave Group, and (D) unauthorized use or disposition of the assets of any WhiteWave Group Member that could have material effect on the Financial Statements is prevented or detected in a timely manner.

Disclosure of Financial Controls. WhiteWave shallThe Company will, and shall will cause each other WhiteWave member of the Company Group Member to, maintain, as of and after the Contribution ClosingEffective Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under 13a-15; the Exchange Act; WhiteWave shall Company will cause each of its principal executive officer and its principal financial officer officers to sign and deliver certifications to WhiteWavethe Company’s periodic reports and shall will include the certifications in WhiteWavethe Company’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation S-K; WhiteWave shall the Company will cause its management to evaluate WhiteWavethe Company’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 Exchange Act Rule 13a-15; WhiteWave shall the Company will disclose in its periodic reports filed with the SEC Commission information concerning WhiteWave the Company management’s responsibilities for and evaluation of WhiteWavethe Company’s disclosure controls and procedures and internal control over financial reporting (including including, without limitation, the annual management report and attestation report of WhiteWavethe Company’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 Commission rules; and, without limiting the general application of the foregoing, WhiteWave shallthe Company will, and shall will cause each other WhiteWave member of the Company Group Member to, maintain as of and after the Contribution Closing 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 or IFRS (as applicable) and applicable Law, (B) all transactions of any WhiteWave members of the Company Group Member are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of any WhiteWave members of the Company Group Member are authorized at the appropriate level within the WhiteWave GroupCompany, and (D) unauthorized use or disposition of the assets of any WhiteWave member of the Company Group Member that could have a material effect on the Financial Statements is prevented or detected in a timely manner.

Disclosure of Financial Controls. WhiteWave shallFreescale will, and shall will cause each other WhiteWave member of the Freescale Group Member to, maintain, as of and after the Contribution ClosingEffective Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act; WhiteWave shall Freescale will cause each of its principal executive officer and its principal financial officer officers to sign and deliver certifications to WhiteWaveFreescale’s periodic reports and shall will include the certifications in WhiteWaveFreescale’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation S-K; WhiteWave shall Freescale will cause its management to evaluate WhiteWaveFreescale’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 Exchange Act Rule 13a-15; WhiteWave shall Freescale will disclose in its periodic reports filed with the SEC information concerning WhiteWave Freescale management’s responsibilities for and evaluation of WhiteWaveFreescale’s disclosure controls and procedures and internal control over financial reporting (including including, without limitation, the annual management report and attestation report of WhiteWaveFreescale’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, WhiteWave shallFreescale will, and shall will cause each other WhiteWave member of the Freescale Group Member to, maintain as of and after the Contribution Closing 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 Lawlaw, (B) all transactions of any WhiteWave members of the Freescale Group Member are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of any WhiteWave members of the Freescale Group Member are authorized at the appropriate level within the WhiteWave GroupFreescale, and (D) unauthorized use or disposition of the assets of any WhiteWave member of the Freescale Group Member that could have material effect on the Financial Statements is prevented or detected in a timely manner.

Disclosure of Financial Controls. WhiteWave shallVenator will, and shall will cause each other WhiteWave member of Venator Group Member to, maintain, as of and after the Contribution ClosingEffective Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act13a-15; WhiteWave shall Venator will cause each of its principal executive officer and its principal financial officer officers to sign and deliver certifications to WhiteWaveVenator’s periodic reports and shall will include the certifications in WhiteWaveVenator’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation S-K; WhiteWave shall Venator will cause its management to evaluate WhiteWaveVenator’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 Exchange Act Rule 13a-15; WhiteWave shall Venator will disclose in its periodic reports filed with the SEC information concerning WhiteWave Venator management’s responsibilities for and evaluation of WhiteWaveVenator’s disclosure controls and procedures and internal control over financial reporting (including including, without limitation, the annual management report and attestation report of WhiteWaveVenator’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, WhiteWave shallVenator will, and shall will cause each other WhiteWave member of the Venator Group Member to, maintain as of and after the Contribution Closing 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 any WhiteWave members of the Venator Group Member are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of any WhiteWave members of the Venator Group Member are authorized at the appropriate level within the WhiteWave GroupVenator, and (D) unauthorized use or disposition of the assets of any WhiteWave member of the Venator Group Member that could have a material effect on the Financial Statements is prevented or detected in a timely manner.

Disclosure of Financial Controls. WhiteWave shallVerigy will, and shall will cause each other WhiteWave member of the Verigy Group Member to, maintain, as of and after the Contribution ClosingSeparation Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act; WhiteWave shall Verigy will cause each of its principal executive officer and its principal financial officer to sign and deliver certifications to WhiteWave’s Verigy's periodic reports and shall will include the certifications in WhiteWave’s Verigy's periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation S-K; WhiteWave shall Verigy will cause its management to evaluate WhiteWave’s Verigy'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 Exchange Act Rule 13a-15; WhiteWave shall Verigy will disclose in its periodic reports filed with the SEC information concerning WhiteWave Verigy management’s 's responsibilities for and evaluation of WhiteWave’s Verigy's disclosure controls and procedures and internal control over financial reporting (including including, without limitation, the annual management report and attestation report of WhiteWave’s Verigy'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, WhiteWave shallVerigy will, and shall will cause each other WhiteWave member of the Verigy Group Member to, maintain as of and after the Contribution Closing Separation 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 Lawlaw, (B) all transactions of any WhiteWave members of the Verigy Group Member are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of any WhiteWave members of the Verigy Group Member are authorized at the appropriate level within the WhiteWave GroupVerigy, and (D) unauthorized use or disposition of the assets of any WhiteWave member of the Verigy Group Member that could have material effect on the Financial Statements is prevented or detected in a timely mannermanner (it being understood that the foregoing shall not require Verigy to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 as of an earlier date than it would otherwise be required to so comply under applicable law).

Disclosure of Financial Controls. WhiteWave shallCal Dive will, and shall will cause each other WhiteWave member of the Cal Dive Group Member to, maintain, as of and after the Contribution ClosingClosing Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act; WhiteWave shall Cal Dive will cause each of its principal executive officer and its principal financial officer officers to sign and deliver certifications to WhiteWaveCal Dive’s periodic reports and shall will include the certifications in WhiteWaveCal Dive’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation S-K; WhiteWave shall Cal Dive will cause its management to evaluate WhiteWaveCal Dive’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 Exchange Act Rule 13a-15; WhiteWave shall Cal Dive will disclose in its periodic reports filed with the SEC information concerning WhiteWave Cal Dive management’s responsibilities for and evaluation of WhiteWaveCal Dive’s disclosure controls and procedures and internal control over financial reporting (including including, without limitation, the annual management report and attestation report of WhiteWaveCal Dive’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, WhiteWave shallCal Dive will, and shall will cause each other WhiteWave member of the Cal Dive Group Member to, maintain as of and after the Contribution Closing 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 Lawlaw, (B) all transactions of any WhiteWave members of the Cal Dive Group Member are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of any WhiteWave members of the Cal Dive Group Member are authorized at the appropriate level within the WhiteWave GroupCal Dive, and (D) unauthorized use or disposition of the assets of any WhiteWave member of the Cal Dive Group Member that could have material effect on the Financial Statements financial statements of the Cal Dive Group is prevented or detected in a timely manner.

Disclosure of Financial Controls. WhiteWave shallVerigy will, and shall will cause each other WhiteWave member of the Verigy Group Member to, maintain, as of and after the Contribution ClosingSeparation Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act; WhiteWave shall Verigy will cause each of its principal executive officer and its principal financial officer to sign and deliver certifications to WhiteWaveVerigy’s periodic reports and shall will include the certifications in WhiteWaveVerigy’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation S-K; WhiteWave shall Verigy will cause its management to evaluate WhiteWaveVerigy’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 Exchange Act Rule 13a-15; WhiteWave shall Verigy will disclose in its periodic reports filed with the SEC information concerning WhiteWave Verigy management’s responsibilities for and evaluation of WhiteWaveVerigy’s disclosure controls and procedures and internal control over financial reporting (including including, without limitation, the annual management report and attestation report of WhiteWaveVerigy’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, WhiteWave shallVerigy will, and shall will cause each other WhiteWave member of the Verigy Group Member to, maintain as of and after the Contribution Closing Separation 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 Lawlaw, (B) all transactions of any WhiteWave members of the Verigy Group Member are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of any WhiteWave members of the Verigy Group Member are authorized at the appropriate level within the WhiteWave GroupVerigy, and (D) unauthorized use or disposition of the assets of any WhiteWave member of the Verigy Group Member that could have material effect on the Financial Statements is prevented or detected in a timely mannermanner (it being understood that the foregoing shall not require Verigy to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 as of an earlier date than it would otherwise be required to so comply under applicable law).

Disclosure of Financial Controls. WhiteWave shallEnvista will, and shall will cause each other WhiteWave member of the Envista Group Member to, maintain, as of and after the Contribution ClosingEffective Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act; WhiteWave shall Envista will cause each of its principal executive officer and its principal financial officer officers to sign and deliver certifications to WhiteWaveEnvista’s periodic reports and shall will include the certifications in WhiteWaveEnvista’s periodic reports, in each case, as and when required pursuant to Rule 13a-14 under the Exchange Act Rule 13a-14 and Item 601 of Regulation S-K; WhiteWave shall 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 WhiteWaveEnvista’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 Rule 13a-15Act; WhiteWave shall Envista will disclose in its periodic reports filed with the SEC Commission information concerning WhiteWave Envista management’s responsibilities for and evaluation of WhiteWaveEnvista’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of WhiteWaveEnvista’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 Commission rules; and, without limiting the general application of the foregoing, WhiteWave shallEnvista will, and shall will cause each other WhiteWave member of the Envista Group Member to, maintain as of and after the Contribution Closing Effective Date internal systems and procedures that will provide reasonable assurance that (Ai) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable Law, (Bii) all transactions of any WhiteWave members of the Envista Group Member are recorded as necessary to permit the preparation of the Financial Statements, (Ciii) the receipts and expenditures of any WhiteWave members of the Envista Group Member are authorized at the appropriate level within the WhiteWave GroupEnvista, and (Div) unauthorized use or disposition of the assets of any WhiteWave member of the Envista Group Member 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.