Common use of Internal Accounting and Disclosure Controls Clause in Contracts

Internal Accounting and Disclosure Controls. Except as set forth in the SEC Documents, the Company and each of 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 authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Company has implemented a plan to address the material weaknesses in its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknesses.

Appears in 3 contracts

Samples: Exchange Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.), Exchange Agreement (Bonds.com Group, Inc.)

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Internal Accounting and Disclosure Controls. Except as set forth in the SEC Documents, the The Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide provide, in all material respects, reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, accountability and (iii) access to the unauthorized acquisition, use or disposition of the Company's or each of its Subsidiaries' properties or assets could be prevented or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencetimely detected. Except as set forth in the SEC Documents, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 0000 Xxx1934 Act) that are effective in ensuring designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as disclosed in the SEC Documents, neither the Company nor any of its Subsidiaries has implemented received any written notice from any accountant, Governmental Entity or other Person that there is a plan to address "material weakness" in the material weaknesses in its internal controls over financial reporting identified by of the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesCompany or any of its Subsidiaries or a "significant deficiency" in the internal controls over financial reporting of the Company or any of its Subsidiaries.

Appears in 3 contracts

Samples: Convertible Securities Purchase Agreement (Adagio Medical Holdings, Inc.), Convertible Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV), Convertible Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV)

Internal Accounting and Disclosure Controls. Except as set forth in the SEC Documents, the Company and each of 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 authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Company has implemented a plan to address the material weaknesses in its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknesses.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.)

Internal Accounting and Disclosure Controls. Except as set forth in the SEC Documents, the (a) The Company and each of its Subsidiaries maintain a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act) that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizationsauthorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted accounting principles in the United States and to maintain asset and liability accountabilityaccountability for its assets, (iii) access to the Company’s assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for the Company’s assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencedifferences. Except as set forth There are no material weaknesses in the SEC Documents, the Company’s internal controls. (b) (i) The Company maintains and each of its Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 0000 XxxExchange Act), (ii) such disclosure controls and procedures are designed to ensure that are effective in ensuring that the information required to be disclosed by the Company and its Subsidiaries in the reports that it files filed or submits to be filed or submitted under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to management of the Company’s managementCompany and its Subsidiaries, including its their respective principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. disclosures to be made, and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (i) The Company has implemented a plan not been advised of or become aware of (A) any significant deficiencies in the design or operation of internal controls that has not been adequately remediated or that could adversely affect the ability of the Company or any of its Subsidiaries to address the record, process, summarize and report financial data, or any material weaknesses in internal controls, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its Subsidiaries; and (ii) there has been no change in the Company’s internal controls over financial reporting identified by that has materially affected, or is reasonably likely to materially adversely affect, the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesor its Subsidiaries’ internal controls over financial reporting.

Appears in 2 contracts

Samples: Notes Purchase Agreement (Lumos Networks Corp.), Warrants Purchase Agreement (Lumos Networks Corp.)

Internal Accounting and Disclosure Controls. Except for the current material weaknesses as set forth disclosed in the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except for the current material weaknesses as set forth disclosed in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as set forth on Schedule 3(bb) attached hereto, neither the Company nor any of its Subsidiaries has implemented a plan received any notice or correspondence from any accountant, Governmental Entity or other Person relating to address any potential material weakness or significant deficiency in any part of the material weaknesses in its internal controls over financial reporting identified by of the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesCompany or any of its Subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Akerna Corp.), Securities Purchase Agreement (Akerna Corp.)

Internal Accounting and Disclosure Controls. Except as set forth in Schedule 3(cc) or as set forth in the SEC Documents, the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC Documents, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has implemented a plan received any notice or correspondence from any accountant relating to address any material weakness in any part of the material weaknesses in system of internal accounting controls of the Company or any of its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesSubsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ener-Core Inc.), Securities Purchase Agreement (Ener-Core Inc.)

Internal Accounting and Disclosure Controls. Except as set forth provided in Section 2.32 of the SEC DocumentsCompany Disclosure Schedule, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC Documents, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 0000 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as set forth in Section 2.32 of the Company's Disclosure Schedule, the Company has implemented a plan not received any notice or correspondence from any accountant or other Person relating to address any potential material weakness or significant deficiency in any part of the material weaknesses in its internal controls over financial reporting identified of the Company. There are no material disagreements presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers presently employed by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknesses.

Appears in 2 contracts

Samples: Securities Purchase Agreement (STRATA Skin Sciences, Inc.), Securities Purchase Agreement (STRATA Skin Sciences, Inc.)

Internal Accounting and Disclosure Controls. Except as set forth in the SEC Documents, the Company and each of 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 authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with comparedwith the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Company has implemented a plan to address the material weaknesses in its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknesses.

Appears in 1 contract

Samples: Unit Purchase Agreement (Bonds.com Group, Inc.)

Internal Accounting and Disclosure Controls. Except as set forth in the SEC Documentson Schedule 3(bb), the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC Documentson Schedule 3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 0000 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as set forth on Schedule 3(bb), during the twelve months prior to the date hereof, neither the Company nor any of its Subsidiaries has implemented a plan received any notice or correspondence from any accountant relating to address any potential material weakness in any part of the material weaknesses in system of internal accounting controls of the Company or any of its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesSubsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (SouthPeak Interactive CORP)

Internal Accounting and Disclosure Controls. Except as set forth disclosed in the SEC DocumentsPublic Reports, the Company and each of its Subsidiaries maintain Borrower maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth disclosed in the SEC DocumentsPublic Reports, the Company Borrower maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 0000 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is accumulated and communicated to the CompanyBorrower’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Company Except as disclosed in the Public Reports, during the twelve months prior to the date hereof the Borrower has implemented a plan not received any notice or correspondence from any accountant relating to address any material weakness in any part of the material weaknesses in its system of internal accounting controls over financial reporting identified by of the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesBorrower.

Appears in 1 contract

Samples: Note Purchase Agreement (Blue Calypso, Inc.)

Internal Accounting and Disclosure Controls. Except as set forth in the SEC DocumentsSchedule 3(bb), the Company and each of 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 authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC DocumentsSchedule 3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 0000 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as set forth in Schedule 3(bb), during the twelve months prior to the date hereof neither the Company has implemented a plan nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to address any material weakness in any part of the material weaknesses in system of internal accounting controls of the Company or any of its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesSubsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cash Systems Inc)

Internal Accounting and Disclosure Controls. Except as set forth provided in Section 2.32 of the SEC DocumentsCompany Disclosure Schedule, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and a liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC Documents, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 0000 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as set forth in Section 2.32 of the Company's Disclosure Schedule, the Company has implemented a plan not received any notice or correspondence from any accountant or other Person relating to address any potential material weakness or significant deficiency in any part of the material weaknesses in its internal controls over financial reporting identified of the Company. There are no material disagreements presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers presently employed by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknesses.

Appears in 1 contract

Samples: Securities Purchase Agreement (STRATA Skin Sciences, Inc.)

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Internal Accounting and Disclosure Controls. Except as set forth disclosed in Schedule 3.1(l) or in the SEC DocumentsReports, the Company and each of its the 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 authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencedifferences. Except as set forth disclosed in the SEC DocumentsReports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 0000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECCommission, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as disclosed in Schedule 3.1(l), since September 4, 2007, neither the Company has implemented a plan nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to address any material weakness in any part of the material weaknesses in system of internal accounting controls of the Company or any of its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesSubsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Biologic Products, Inc.)

Internal Accounting and Disclosure Controls. Except as set forth in the SEC DocumentsSchedule 3(cc), the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC DocumentsSchedule 3(cc), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as set forth in Schedule 3(cc), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has implemented a plan received any notice or correspondence from any accountant relating to address any material weakness in any part of the material weaknesses in system of internal accounting controls of the Company or any of its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesSubsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (RADIENT PHARMACEUTICALS Corp)

Internal Accounting and Disclosure Controls. Except as set forth in the SEC Documents, the The Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide provide, in all material respects, reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, accountability and (iii) access to the unauthorized acquisition, use or disposition of the Company's or each of its Subsidiaries' properties or assets could be prevented or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencetimely detected. Except as set forth in the SEC Documents, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 0000 Xxx1934 Act) that are effective in ensuring designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as disclosed in the SEC Documents, neither the Company nor any of its Subsidiaries has implemented received any written notice from any accountant, Governmental Entity or other Person that there is a plan to address “material weakness” in the material weaknesses in its internal controls over financial reporting identified by of the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesCompany or any of its Subsidiaries or a “significant deficiency” in the internal controls over financial reporting of the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Adagio Medical Holdings, Inc.)

Internal Accounting and Disclosure Controls. Except as set forth in the SEC Documents, the Company Issuer and each of its Subsidiaries other Group Company maintain a system of internal control and accounting controls sufficient to provide reasonable assurance that assurances that: (i) transactions are executed in accordance with management’s general or specific authorizationsauthorisations and in compliance with applicable laws, rules and regulations (including without limitation the Listing Rules); (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles IFRS and to maintain asset and liability accountability, ; (iii) access to material assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and authorisation; (iv) the recorded accountability for material assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencedifferences; and (v) each of the Issuer and each other Group Company has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of such entity and provide a sufficient basis for the preparation of the Issuer’s consolidated financial statements in accordance with IFRS. Except as set forth in the SEC Documents, the Company The Issuer maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 0000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company Issuer in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized summarised and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company Issuer in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the CompanyIssuer’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Company has implemented a plan to address the material weaknesses in its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknesses.;

Appears in 1 contract

Samples: Subscription Agreement (CHINA METRO-RURAL HOLDINGS LTD)

Internal Accounting and Disclosure Controls. Except as set forth in the SEC Documentson Schedule 3(bb), the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC Documentson Schedule 3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as set forth on Schedule 3(bb), during the twelve months prior to the date hereof, neither the Company nor any of its Subsidiaries has implemented a plan received any notice or correspondence from any accountant relating to address any potential material weakness in any part of the material weaknesses in system of internal accounting controls of the Company or any of its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesSubsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (SouthPeak Interactive CORP)

Internal Accounting and Disclosure Controls. Except as set forth disclosed in the SEC Documents, the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth disclosed in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 0000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Except as disclosed in the SEC Documents, during the twelve months prior to the date hereof, neither the Company has implemented a plan nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to address any potential material weakness in any part of the material weaknesses in system of internal accounting controls of the Company or any of its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknessesSubsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Global Earth Energy, Inc.)

Internal Accounting and Disclosure Controls. Except as set forth in the SEC Documents, the Company and each of 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 authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as set forth in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 0000 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Company has implemented a plan to address the material weaknesses in its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknesses.

Appears in 1 contract

Samples: Unit Purchase Agreement (Bonds.com Group, Inc.)

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