Financial Information Certifications. Encompass’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to Enhabit as its wholly-owned Subsidiary (and not as a reporting company under the Exchange Act). In order to enable the principal executive officer and principal financial officer of Enhabit to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 following the Distribution in respect of any quarterly or annual fiscal period of Enhabit that begins on or prior to the Distribution Date in respect of which financial statements are not included in the Form 10 (a “Straddle Period”), upon thirty (30) Business Days’ advance written request by Enhabit, Encompass shall provide Enhabit 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 financing reporting, which certification(s) shall (x) be with respect to the applicable Straddle Period (it being understood that no certification need be provided with respect to any period or portion of any period after the Distribution Date) and (y) be in substantially the same form as those that had been provided by officers or employees of Encompass in similar certifications delivered prior to the Distribution Date, with such changes thereto as Encompass may determine. Such certification(s) shall be provided by Encompass (and not by any officer or employee in their individual capacity).
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Samples: Separation and Distribution Agreement (Encompass Health Corp), Separation and Distribution Agreement (Enhabit, Inc.), Separation and Distribution Agreement (Enhabit, Inc.)
Financial Information Certifications. EncompassParent’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to Enhabit SpinCo as its wholly-wholly owned Subsidiary (and not as a reporting company under the Exchange Act). In order to enable the principal executive officer and principal financial officer of Enhabit SpinCo to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 following the Distribution in respect of any quarterly or annual fiscal period of Enhabit SpinCo that begins on or prior to the Distribution Date in respect of which financial statements are not included in the Form 10 (a “Straddle Period”), upon thirty twenty (3020) Business Days’ advance written request by EnhabitSpinCo, Encompass Parent shall provide Enhabit 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 financing reporting, which certification(s) shall (x) be with respect to the applicable Straddle Period (it being understood that no certification need be provided with respect to any period or portion of any period after the Distribution Date) and (y) be in substantially the same form as those that had been provided by officers or employees of Encompass Parent in similar certifications delivered prior to the Distribution Date, with such changes thereto as Encompass Parent may reasonably determine. Such certification(s) shall be provided by Encompass Xxxxxx (and not by any officer or employee in their individual capacity).
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Rxo, LLC), Separation and Distribution Agreement (Rxo, LLC)
Financial Information Certifications. EncompassParent’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to Enhabit SpinCo as its wholly-wholly owned Subsidiary (and not as a reporting company under the Exchange Act). In order to enable the principal executive officer and principal financial officer of Enhabit SpinCo to make the certifications required of them under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 following the Distribution in respect of any quarterly or annual fiscal period of Enhabit SpinCo that begins on or prior to the Distribution Date in respect of which financial statements are not included in the Form 10 (a “Straddle Period”), upon thirty twenty (3020) Business Days’ advance written request by EnhabitXxxxXx, Encompass Parent shall provide Enhabit 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 financing reporting, which certification(s) shall (x) be with respect to the applicable Straddle Period (it being understood that no certification need be provided with respect to any period or portion of any period after the Distribution Date) and (y) be in substantially the same form as those that had been provided by officers or employees of Encompass Parent in similar certifications delivered prior to the Distribution Date, with such changes thereto as Encompass Parent may reasonably determine. Such certification(s) shall be provided by Encompass Xxxxxx (and not by any officer or employee in their individual capacity).
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