Internal Controls and Financial Reporting. The Company has (i) designed disclosure controls and procedures (as such term is defined in NI 52-109 and under the U.S. Exchange Act (to the extent applicable)) to provide reasonable assurance that material information relating to the Company and its Subsidiaries is made known to the Chief Executive Officer and Chief Financial Officer of the Company on a timely basis, particularly during the periods in which the annual or interim filings (as such terms are defined in NI 52-109) are being prepared; (ii) designed internal controls over financial reporting (as such term is defined in NI 52-109 and under the U.S. Exchange Act (to the extent applicable)) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS for the periods prior to September 30, 2021 and in accordance with U.S. GAAP for the periods following September 30, 2021; (iii) has evaluated the effectiveness of the Company’s disclosure controls and procedures and has disclosed in its MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the Company’s internal control over financial reporting and has disclosed in its MD&A its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. Except as disclosed in the Company Disclosure Letter, to the knowledge of the Company, as of the date of this Agreement: (i) there are no material weaknesses (as such term is defined in NI 52-109 and under the U.S. Exchange Act) in the internal controls over financial reporting of the Company that could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information; (ii) there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of the Company; and (iii) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor or internal accountant of the Company or any of its Subsidiaries has in the past three years received or otherwise had or obtained knowledge of any written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices that are inconsistent with IFRS (to the extent applicable) or standard industry practice.
Appears in 2 contracts
Samples: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)
Internal Controls and Financial Reporting. The Company has (i) designed has established and maintains disclosure controls and procedures (as such term is defined in NI National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and under the U.S. Exchange Act (to the extent applicable)Interim Filings) to provide reasonable assurance that material information relating to the Company and its Subsidiaries is made known to the Chief Executive Officer and Chief Financial Officer of the Company on a timely basis, particularly during the periods in which the annual or interim filings (as such terms are defined in NI National Instrument 52-109109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) are being prepared; (ii) designed has established and maintains internal controls over financial reporting (as such term is defined in NI National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and under the U.S. Exchange Act (to the extent applicable)Interim Filings) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS for the periods prior to September 30, 2021 and in accordance with U.S. GAAP for the periods following September 30, 2021GAAP; (iii) has evaluated the effectiveness of the Company’s 's disclosure controls and procedures and has disclosed in its MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the Company’s 's internal control over financial reporting and has disclosed in its MD&A its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. Except The Company has not failed to disclose any information regarding any event, circumstance or action taken or failed to be taken within the knowledge of Company as disclosed at the date of this Agreement which could reasonably be expected to have a Material Adverse Effect in respect of the Company Disclosure Letter, to Company. To the knowledge of the Company, as of the date of this Agreement:
(ia) there are no significant deficiencies in the design or operation of, or material weaknesses (as such term is defined in NI National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and under the U.S. Exchange ActInterim Filings) in in, the internal controls over financial reporting of the Company that could reasonably be expected to adversely affect the Company’s 's ability to record, process, summarize and report financial information;; and
(iib) there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of the Company; and
(iii) neither . Since March 31, 2017, the Company nor has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor or internal accountant concern from employees of the Company or any of its Subsidiaries has in the past three years received or otherwise had or obtained knowledge of any written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices that are inconsistent with IFRS (to the extent applicable) or standard industry practicematters.
Appears in 1 contract
Samples: Arrangement Agreement (International Barrier Technology Inc)
Internal Controls and Financial Reporting. The Company has (i) designed disclosure controls and procedures (as such term is defined in NI 52-109 and under the U.S. Exchange Act (to the extent applicable)) to provide reasonable assurance that material information relating to the Company and its Subsidiaries is made known to the Chief Executive Officer and Chief Financial Officer of the Company on a timely basis, particularly during the periods in which the annual or interim filings (as such terms are defined in NI 52-109) are being prepared; (ii) designed internal controls over financial reporting (as such term is defined in NI 52-109 and under the U.S. Exchange Act (to the extent applicable)) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS for the periods prior to September 30, 2021 and in accordance with U.S. GAAP for the periods following September 30, 2021IFRS; (iii) has evaluated the effectiveness of the Company’s 's disclosure controls and procedures and has disclosed in its MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the Company’s 's internal control over financial reporting and has disclosed in its MD&A its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. Except as disclosed in the Company Disclosure Letter, to the knowledge of the Company, as of the date of this Agreement:
(i) there are no material weaknesses (as such term is defined in NI 52-109 and under the U.S. Exchange Act) in in, the internal controls over financial reporting of the Company that could reasonably be expected to adversely affect the Company’s 's ability to record, process, summarize and report financial information;; and
(ii) there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of the Company; and
(iii) neither . Since December 31, 2019, the Company nor has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor or internal accountant concern from employees of the Company or any of its Subsidiaries has in the past three years received or otherwise had or obtained knowledge of any written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices that are inconsistent with IFRS (to the extent applicable) or standard industry practicematters.
Appears in 1 contract
Samples: Arrangement Agreement
Internal Controls and Financial Reporting. The Company has (i) designed disclosure controls and procedures (as such term is defined in NI 52-109 and under the U.S. Exchange Act (to the extent applicable)) to provide reasonable assurance that material information relating to the Company and its Subsidiaries is made known to the Chief Executive Officer and Chief Financial Officer of the Company on a timely basis, particularly during the periods in which the annual or interim filings (as such terms are defined in NI 52-109) are being prepared; (ii) designed internal controls over financial reporting (as such term is defined in NI 52-109 and under the U.S. Exchange Act (to the extent applicable)) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS for the periods prior to September 30, 2021 and in accordance with U.S. GAAP for the periods following September 30, 2021IFRS; (iii) has evaluated the effectiveness of the Company’s disclosure controls and procedures and has disclosed in its MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the Company’s internal control over financial reporting and has disclosed in its MD&A its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. Except as disclosed in the Company Disclosure Letter, to To the knowledge of the Company, as of the date of this Agreement:
(i) there are no material weaknesses (as such term is defined in NI 52-109 and under the U.S. Exchange Act) in in, the internal controls over financial reporting of the Company that could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information;; and
(ii) there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of the Company; and
(iii) neither . Since January 30, 2017, the Company nor has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor or internal accountant concern from employees of the Company or any of its Subsidiaries has in the past three years received or otherwise had or obtained knowledge of any written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices that are inconsistent with IFRS (to the extent applicable) or standard industry practicematters.
Appears in 1 contract
Samples: Arrangement Agreement (Aphria Inc.)
Internal Controls and Financial Reporting. The Company Altitude has (i) designed disclosure controls and procedures (as such term is defined in NI 52-109 and under the U.S. Exchange Act (to the extent applicable)) to provide reasonable assurance that material information relating to Altitude and the Company and its Altitude Subsidiaries is made known to the Chief Executive Officer and Chief Financial Officer of the Company Altitude on a timely basis, particularly during the periods in which the annual or interim filings (as such terms are defined in NI 52-109) are being prepared; (ii) designed internal controls over financial reporting (as such term is defined in NI 52-109 and under the U.S. Exchange Act (to the extent applicable)) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS for the periods prior to September 30, 2021 and in accordance with U.S. GAAP for the periods following September 30, 2021IFRS; (iii) has evaluated the effectiveness of the CompanyAltitude’s disclosure controls and procedures and has disclosed in its MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the CompanyAltitude’s internal control over financial reporting and has disclosed in its MD&A its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. Except as disclosed in the Company Disclosure Letter, to To the knowledge of the CompanyAltitude, as of the date of this Agreement:
(i) there are no material weaknesses (as such term is defined in NI 52-109 and under the U.S. Exchange Act) in in, the internal controls over financial reporting of the Company Altitude that could reasonably be expected to adversely affect the CompanyAltitude’s ability to record, process, summarize and report financial information;; and
(ii) to the knowledge of Altitude, there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of the Company; and
Altitude. Since April 30, 2018, Altitude has received no: (iiix) neither the Company nor complaints from any of its Subsidiaries norsource regarding accounting, to the knowledge of the Company, any director, officer, employee, auditor or internal accountant of the Company or any of its Subsidiaries has in the past three years received or otherwise had or obtained knowledge of any written complaint, allegation, assertion, or claim regarding the accounting controls or auditing practices, procedures, methodologies matters; or methods (y) expressions of the Company or any concern from employees of its Subsidiaries or their respective internal accounting controls, including that the Company or any of its Subsidiaries has engaged in Altitude regarding questionable accounting or auditing practices that are inconsistent with IFRS (to the extent applicable) or standard industry practicematters.
Appears in 1 contract
Samples: Amalgamation Agreement
Internal Controls and Financial Reporting. The Company has (i) designed disclosure controls and procedures (as such term is defined in NI 52-109 and under the U.S. Exchange Act (to the extent applicable)) to provide reasonable assurance that material information relating to the Company and its Subsidiaries is made known to the Chief Executive Officer and Chief Financial Officer of the Company on a timely basis, particularly during the periods in which the annual or interim filings (as such terms are defined in NI 52-109) are being prepared; (ii) designed internal controls over financial reporting (as such term is defined in NI 52-109 and under the U.S. Exchange Act (to the extent applicable)) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS for the periods prior to September 30, 2021 and in accordance with U.S. GAAP for the periods following September 30, 2021IFRS; (iii) has evaluated the effectiveness of the Company’s 's disclosure controls and procedures and has disclosed in its MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the Company’s 's internal control over financial reporting and has disclosed in its MD&A its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. Except as disclosed in the Company Disclosure Letter, to the knowledge of the Company, as of the date of this Agreement:
(i) there are no material weaknesses (as such term is defined in NI 52-109 and under the U.S. Exchange Act) in in, the internal controls over financial reporting of the Company that could reasonably be expected to adversely affect the Company’s 's ability to record, process, summarize and report financial information;; and
(ii) there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of the Company; and
(iii) neither . Since December 31, 2017, the Company nor has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor or internal accountant concern from employees of the Company or any of its Subsidiaries has in the past three years received or otherwise had or obtained knowledge of any written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices that are inconsistent with IFRS (to the extent applicable) or standard industry practicematters.
Appears in 1 contract
Samples: Arrangement Agreement