Common use of Financial Information Certifications Clause in Contracts

Financial Information Certifications. (a) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Xxxxxxxx-Xxxxx to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, within 30 days following the end of any fiscal quarter during which Halyard is a Subsidiary of Xxxxxxxx-Xxxxx, Halyard shall provide a certification statement with respect to such quarter or portion thereof to those certifying officers and employees of Xxxxxxxx-Xxxxx, which certification shall be in substantially the same form as had been provided by officers or employees of Halyard in certifications delivered prior to the Effective Time (provided that such certification shall be made by Halyard rather than individual officers or employees), or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement. (b) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Halyard to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, within 30 days following the end of any fiscal quarter during which Halyard is a Subsidiary of Xxxxxxxx-Xxxxx, Xxxxxxxx-Xxxxx shall provide a certification statement with respect to testing of internal controls for corporate and shared services processes for such quarter or portion thereof to those certifying officers and employees of Halyard, which certification shall be in substantially the same form as had been provided by officers or employees of Xxxxxxxx-Xxxxx in certifications delivered to its principal executive officer, principal financial officer and controller prior to the Effective Time (provided that such certification shall be made by Xxxxxxxx-Xxxxx rather than individual officers or employees,) or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Distribution Agreement (Halyard Health, Inc.), Distribution Agreement (Halyard Health, Inc.), Distribution Agreement (Halyard Health, Inc.)

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Financial Information Certifications. (a) In order to enable the principal executive officer or officers, principal financial officer or officers and controller principal accounting officer or controllers officers of Xxxxxxxx-Xxxxx Ralcorp to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, within 30 days following the end of any fiscal quarter during which Halyard Post is a Subsidiary of Xxxxxxxx-XxxxxRalcorp, Halyard Post shall provide a certification statement with respect to such quarter or portion thereof to those certifying officers and employees of Xxxxxxxx-XxxxxRalcorp, which certification shall be in substantially the same form as had been provided by officers or employees of Halyard Post in certifications delivered prior to the Effective Time Distribution Date (provided that such certification shall be made by Halyard Post rather than individual officers or employees), or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement. (b) In order to enable the principal executive officer or officers, principal financial officer or officers and controller principal accounting officer or controllers officers of Halyard Post to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, within 30 days following the end of any fiscal quarter during which Halyard Post is a Subsidiary of Xxxxxxxx-XxxxxRalcorp, Xxxxxxxx-Xxxxx Ralcorp shall provide a certification statement with respect to testing of internal controls for corporate and shared services processes for such quarter or portion thereof to those certifying officers and employees of HalyardPost, which certification shall be in substantially the same form as had been provided by officers or employees of Xxxxxxxx-Xxxxx Ralcorp in certifications delivered to its principal executive officer, principal financial officer and controller prior to the Effective Time Distribution Date (provided that such certification shall be made by Xxxxxxxx-Xxxxx Ralcorp rather than individual officers or employees,) ), or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement. (c) After the date hereof, each of Ralcorp and Post shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable Post and Ralcorp, to satisfy their respective reporting, accounting, audit and other obligations.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Ralcorp Holdings Inc /Mo), Separation and Distribution Agreement (Post Holdings, Inc.), Separation and Distribution Agreement (Post Holdings, Inc.)

Financial Information Certifications. (a) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Xxxxxxxx-Xxxxx NiSource to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, within 30 days following the end of any fiscal quarter during which Halyard is Columbia was a Subsidiary of Xxxxxxxx-XxxxxNiSource, Halyard and within 60 days following the end of any fiscal year during which Columbia was a Subsidiary of NiSource, Columbia shall provide a certification statement with respect to internal controls for corporate and shared services processes for such quarter quarter, year or portion thereof to those certifying officers and employees of Xxxxxxxx-XxxxxNiSource, which certification shall be in substantially the same form as had been provided by officers or employees of Halyard Columbia in certifications delivered prior to the Effective Time Distribution Date (provided that such certification shall be made by Halyard Columbia rather than individual officers or employees), or as otherwise agreed upon between the Partiesparties hereto. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement. (b) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Halyard Columbia to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, within 30 days following the end of any fiscal quarter during which Halyard is Columbia was a Subsidiary of Xxxxxxxx-XxxxxNiSource, Xxxxxxxx-Xxxxx and within 60 days following the end of any fiscal year during which Columbia was a Subsidiary of NiSource, NiSource shall provide a certification statement with respect to testing of internal controls for corporate and shared services processes for such quarter quarter, year or portion thereof to those certifying officers and employees of HalyardColumbia, which certification shall be in substantially the same form as had been provided by officers or employees of Xxxxxxxx-Xxxxx NiSource in certifications delivered to its principal executive officer, principal financial officer and controller prior to the Effective Time Distribution Date (provided that such certification shall be made by Xxxxxxxx-Xxxxx NiSource rather than individual officers or employees,) ), or as otherwise agreed upon between the Partiesparties hereto. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Nisource Inc/De), Separation and Distribution Agreement (Columbia Pipeline Group, Inc.), Separation and Distribution Agreement (Columbia Pipeline Group, Inc.)

Financial Information Certifications. (a) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Xxxxxxxx-Xxxxx Xxxx Xxx to make the any certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, within 30 days following the end of any fiscal quarter during which Halyard is CoffeeCo was a Subsidiary of Xxxxxxxx-XxxxxXxxx Xxx, Halyard and within 50 days following the end of any fiscal year during which CoffeeCo was a Subsidiary of Xxxx Xxx, CoffeeCo or DutchCo shall provide a certification statement with respect to internal controls for corporate and shared services processes for such quarter quarter, year or portion thereof to those certifying officers and employees of Xxxxxxxx-XxxxxXxxx Xxx, which certification shall be in substantially the same form as had been provided by officers or employees of Halyard set forth in certifications delivered prior to the Effective Time (provided that such certification shall be made by Halyard rather than individual officers or employees)Exhibit J, or as otherwise agreed upon between the Partiesparties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this AgreementAgreement and the Transaction Agreements. (b) In order to enable the principal executive officer or officers, principal financial officer or officers and officers, controller or controllers and any director of Halyard DutchCo to make the any certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, within 30 60 days following the end of any fiscal quarter required reporting period during which Halyard is CoffeeCo was a Subsidiary of Xxxxxxxx-XxxxxXxxx Xxx, Xxxxxxxx-Xxxxx Xxxx Xxx shall provide to those certifying officers, employees and directors of DutchCo a certification statement with respect to testing of internal controls for corporate and shared services processes for such quarter year or portion thereof to those certifying officers and employees of Halyardthereof, which certification shall be in substantially the same form as had been provided by officers or employees of Xxxxxxxx-Xxxxx Xxxx Xxx in certifications delivered to its principal executive officer, principal financial officer and controller prior to the Effective Time Distribution Date (provided that such certification shall be made by Xxxxxxxx-Xxxxx Xxxx Xxx rather than individual officers or employees,) or as otherwise agreed upon between the Partiesparties. Such certification statements statement shall also reflect any changes in certification statements necessitated by the transactions contemplated by this AgreementAgreement and the Transaction Agreements.

Appears in 2 contracts

Samples: Master Separation Agreement, Master Separation Agreement (Sara Lee Corp)

Financial Information Certifications. (a) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Xxxxxxxx-Xxxxx First Data to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, §302, within 30 days following the end of any fiscal quarter during which Halyard Western Union is a Subsidiary of Xxxxxxxx-XxxxxFirst Data, Halyard Western Union shall provide a certification statement with respect to such quarter or portion thereof to those certifying officers and employees of Xxxxxxxx-XxxxxFirst Data, which certification shall be in substantially the same form as had been provided by officers or employees of Halyard Western Union in certifications delivered prior to the Effective Time Distribution Date (provided that such certification shall be made by Halyard Western Union rather than individual officers or employees), or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement. (b) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Halyard Western Union to make the certifications required of them under Section 302 of the XxxxxxxxSarbanese-Xxxxx Oxley Act of 2002, §302, within 30 days following the end of any fiscal quarter during which Halyard Western Union is a Subsidiary of Xxxxxxxx-XxxxxFirst Data, Xxxxxxxx-Xxxxx First Data shall provide a certification statement with respect to testing of internal controls for corporate and shared services processes for such quarter or portion thereof to those certifying officers and employees of HalyardWestern Union, which certification shall be in substantially the same form as had been provided by officers or employees of Xxxxxxxx-Xxxxx First Data in certifications delivered to its principal executive officer, principal financial officer and controller prior to the Effective Time Distribution Date (provided that such certification shall be made by Xxxxxxxx-Xxxxx First Data rather than individual officers or employees,) or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Western Union CO), Separation and Distribution Agreement (Western Union CO)

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Financial Information Certifications. (a) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Xxxxxxxx-Xxxxx Xxxx Xxx to make the any certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, within 30 days following the end of any fiscal quarter during which Halyard is CoffeeCo was a Subsidiary of Xxxxxxxx-XxxxxXxxx Xxx, Halyard and within 60 days following the end of any fiscal year during which CoffeeCo was a Subsidiary of Xxxx Xxx, CoffeeCo or DutchCo shall provide a certification statement with respect to internal controls for corporate and shared services processes for such quarter quarter, year or portion thereof to those certifying officers and employees of Xxxxxxxx-XxxxxXxxx Xxx, which certification shall be in substantially the same form as had been provided by officers or employees of Halyard CoffeeCo in certifications delivered prior to the Effective Time Distribution Date (provided that such certification shall be made by Halyard CoffeeCo rather than individual officers or employees), or as otherwise agreed upon between the Partiesparties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this AgreementAgreement and the Transaction Agreements. (b) In order to enable the principal executive officer or officers, principal financial officer or officers and officers, controller or controllers and any director of Halyard DutchCo to make the any certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, and under Sections 5:25c, 5:25d and 5:25e of the Dutch Financial Markets Supervision Act, within 30 60 days following the end of any fiscal quarter required reporting period during which Halyard is CoffeeCo was a Subsidiary of Xxxxxxxx-XxxxxXxxx Xxx, Xxxxxxxx-Xxxxx Xxxx Xxx shall provide to those certifying officers, employees and directors of DutchCo (i) a certification statement with respect to testing of internal controls for corporate and shared services processes for such quarter year or portion thereof to those certifying officers and employees of Halyardthereof, which certification shall be in substantially the same form as had been provided by officers or employees of Xxxxxxxx-Xxxxx Xxxx Xxx in certifications delivered to its principal executive officer, principal financial officer and controller prior to the Effective Time Distribution Date (provided that such certification shall be made by Xxxxxxxx-Xxxxx Xxxx Xxx rather than individual officers or employees,) or as otherwise agreed upon between the Parties. parties, and (ii) a certification statement with respect to the accuracy and fairness of those portions of the financial statements, management report and risk factors contained in DutchCo’s annual, semi-annual and interim reports that relate to a period during which CoffeeCo was a Subsidiary of Xxxx Xxx to enable DutchCo to make the certifications set forth in Exhibit J. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this AgreementAgreement and the Transaction Agreements.

Appears in 1 contract

Samples: Master Separation Agreement (D.E Master Blenders 1753 B.V.)

Financial Information Certifications. (a) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Xxxxxxxx-Xxxxx First Data to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, §302, within 30 days following the end of any fiscal quarter during which Halyard Western Union is a Subsidiary of Xxxxxxxx-XxxxxFirst Data, Halyard Western Union shall provide a certification statement with respect to such quarter or portion thereof to those certifying officers and employees of Xxxxxxxx-XxxxxFirst Data, which certification shall be in substantially the same form as had been provided by officers or employees of Halyard Western Union in certifications delivered prior to the Effective Time Distribution Date (provided that such certification shall be made by Halyard Western Union rather than individual officers or employees), or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement. (b) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Halyard Western Union to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, §302, within 30 days following the end of any fiscal quarter during which Halyard Western Union is a Subsidiary of Xxxxxxxx-XxxxxFirst Data, Xxxxxxxx-Xxxxx First Data shall provide a certification statement with respect to testing of internal controls for corporate and shared services processes for such quarter or portion thereof to those certifying officers and employees of HalyardWestern Union, which certification shall be in substantially the same form as had been provided by officers or employees of Xxxxxxxx-Xxxxx First Data in certifications delivered to its principal executive officer, principal financial officer and controller prior to the Effective Time Distribution Date (provided that such certification shall be made by Xxxxxxxx-Xxxxx First Data rather than individual officers or employees,) ), or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Western Union CO)

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