Common use of Financial Information Certifications Clause in Contracts

Financial Information Certifications. (a) UTC’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to Carrier and Xxxx as UTC’s Subsidiaries. In order to enable the principal executive officer and principal financial officer of each of Carrier and Otis to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 following the applicable Distribution in respect of any quarterly or annual fiscal period of Carrier or Xxxx, as applicable, that begins on or prior to the applicable Distribution Date (a “Straddle Period”), upon twenty (20) business days’ (or such shorter period as may elapse between the Effective Time and the due date for such filing) advance written request by Carrier or Xxxx, as applicable, UTC shall provide Carrier or Xxxx, as applicable, with one (1) or more certifications with respect to such disclosure controls and procedures and the effectiveness thereof and whether there were any changes in the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the internal control over financial reporting, which certification(s) shall (i) be with respect to the portion of the applicable Straddle Period on or prior to the applicable Distribution Date (it being understood that no certification need be provided with respect to any period or portion of any period after the applicable Distribution Date) and (ii) be in substantially the same form as those that had been provided by officers or employees of UTC in similar certifications delivered prior to the applicable Distribution Date, with such changes thereto as UTC may reasonably determine. Such certification(s) shall be provided by UTC (and not by any officer or employee in their individual capacity). (b) In order to enable the principal executive officer and principal financial officer of UTC to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 for any Straddle Period, upon twenty (20) business days’ (or such shorter period as may elapse between the Effective Time and the due date for such filing) advance written request by UTC, Carrier or Xxxx, as applicable, shall provide UTC with one or more certifications with respect to the applicable disclosure controls and procedures and internal controls over financial reporting (as each is contemplated by the Exchange Act), and the effectiveness thereof and whether there were any changes in such internal controls over financial reporting that have materially affected or are reasonably likely to materially affect such internal control over financial reporting, which certification(s) shall (i) be with respect to the portion of the applicable Straddle Period on or prior to the applicable Distribution Date (it being understood that no certification need be provided with respect to any period or portion of any period after the applicable Distribution Date) and (ii) be in substantially the same form as those that had been provided by officers or employees of UTC or any of its Subsidiaries in similar certifications delivered prior to the applicable Distribution Date, with such changes thereto as Carrier or Xxxx, as applicable, may reasonably determine. Such certification(s) shall be provided by Carrier or Otis (and not by any officer or employee in their individual capacity).

Financial Information Certifications. (a) UTCIAC’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to Carrier and Xxxx SpinCo as UTC’s Subsidiariesits Subsidiary. In order to enable the principal executive officer and principal financial officer of each of Carrier and Otis SpinCo to make the certifications required of them under Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, following the applicable Distribution IAC Reclassification in respect of any quarterly or annual fiscal period of Carrier or Xxxx, as applicable, SpinCo that begins on or prior to the applicable Distribution Reclassification Date in respect of which financial statements are not included in the Form S-4 (a “Straddle Period”), upon twenty (20) business daysBusiness Days’ (or such shorter period as may elapse between the Effective Time and the due date for such filing) advance written request by Carrier or XxxxSpinCo, as applicable, UTC IAC shall provide Carrier or Xxxx, as applicable, SpinCo with one (1) or more certifications with respect to such disclosure controls and procedures and the effectiveness thereof and whether there were any changes in the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the internal control over financial reporting, which certification(s) shall be (ia) be with respect to the portion of the applicable Straddle Period on or prior to the applicable Distribution Date (it being understood that no certification need be provided with respect to any period or portion of any period after the applicable Distribution Reclassification Date) and (iib) be in substantially the same form as those that had been provided by officers or employees of UTC IAC in similar certifications delivered prior to the applicable Distribution Reclassification Date, with such changes thereto as UTC IAC may reasonably determine. Such certification(s) shall be provided by UTC IAC (and not by any officer or employee in their individual capacity). (b) In order to enable the principal executive officer and principal financial officer of UTC IAC to make the certifications required of them under Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 for 2002, following the IAC Reclassification in respect of any Straddle Period, upon twenty (20) business daysBusiness Days’ (or such shorter period as may elapse between the Effective Time and the due date for such filing) advance written request by UTCIAC, Carrier or Xxxx, as applicable, SpinCo shall provide UTC IAC with one or more certifications with respect to the applicable such disclosure controls and procedures and internal controls over financial reporting (as each is contemplated by the Exchange Act), and the effectiveness thereof and whether there were any changes in such the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect such the internal control over financial reporting, which certification(s) shall be (ia) be with respect to the portion of the applicable Straddle Period on or prior to the applicable Distribution Date (it being understood that no certification need be provided with respect to any period or portion of any period after the applicable Distribution Reclassification Date) and (iib) be in substantially the same form as those that had been provided by officers or employees of UTC or any of its Subsidiaries IAC in similar certifications delivered prior to the applicable Distribution Reclassification Date, with such changes thereto as Carrier or Xxxx, as applicable, SpinCo may reasonably determine. Such certification(s) shall be provided by Carrier or Otis SpinCo (and not by any officer or employee in their individual capacity).