Internal Controls and Financial Reporting. The Purchaser has (i) designed disclosure controls and procedures to provide reasonable assurance that material information relating to the Purchaser, including the Purchaser Subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer of the Purchaser on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; (ii) designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (iii) has evaluated the effectiveness of the Purchaser’s disclosure controls and procedures and has disclosed in its management’s discussion and analysis its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the Purchaser’s internal control over financial reporting and has disclosed in its management’s discussion and analysis its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. To the knowledge of the Purchaser, prior to the date of this Agreement: (i) there are no significant deficiencies in the design or operation of, or material weaknesses in, the internal controls over financial reporting of the Purchaser that could reasonably be expected to adversely affect the Purchaser’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 Purchaser. Since January 1, 2008, the Purchaser has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of concern from employees of the Purchaser or any Purchaser Subsidiary regarding questionable accounting or auditing matters.
Appears in 1 contract
Internal Controls and Financial Reporting. The Purchaser Partnership has (i) designed disclosure controls and procedures to provide reasonable assurance that material information relating to the PurchaserPartnership, including the Purchaser Partnership Subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer of the Purchaser Partnership on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; (ii) designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPGAAP or IFRS; (iii) has evaluated the effectiveness of the PurchaserPartnership’s disclosure controls and procedures and has disclosed in its management’s discussion and analysis its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the PurchaserPartnership’s internal control over financial reporting and has disclosed in its management’s discussion and analysis analysis, its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. To the knowledge of the PurchaserPartnership, prior to the date of this Agreement:
(i) there are no significant deficiencies in the design or operation of, or material weaknesses in, the internal controls over financial reporting of the Purchaser Partnership that could reasonably be expected to adversely affect the PurchaserPartnership’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 PurchaserPartnership. Since January 1, 2008, the Purchaser Partnership has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of concern from employees of the Purchaser Partnership or any Purchaser Partnership Subsidiary regarding questionable accounting or auditing matters.
Appears in 1 contract
Internal Controls and Financial Reporting. The Purchaser Altitude has (i) designed disclosure controls and procedures to provide reasonable assurance that material information relating to Altitude and the Purchaser, including the Purchaser Subsidiaries, Altitude Subsidiaries is made known to the Chief Executive Officer and Chief Financial Officer of the Purchaser Altitude on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; (ii) designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS; (iii) has evaluated the effectiveness of the PurchaserAltitude’s disclosure controls and procedures and has disclosed in its management’s discussion and analysis MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the PurchaserAltitude’s internal control over financial reporting and has disclosed in its management’s discussion and analysis MD&A its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. To the knowledge of the PurchaserAltitude, prior to as of the date of this Agreement:
(i) there are no significant deficiencies in the design or operation of, or material weaknesses in, the internal controls over financial reporting of the Purchaser Altitude that could reasonably be expected to adversely affect the PurchaserAltitude’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 PurchaserAltitude. Since January 1April 30, 20082018, the Purchaser Altitude has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of concern from employees of the Purchaser or any Purchaser Subsidiary Altitude regarding questionable accounting or auditing matters.
Appears in 1 contract
Samples: Amalgamation Agreement
Internal Controls and Financial Reporting. The Purchaser Company has (i) designed disclosure controls and procedures to provide reasonable assurance that material information relating to the Purchaser, including the Purchaser Subsidiaries, Company and its Subsidiaries is made known to the Chief Executive Officer and Chief Financial Officer of the Purchaser Company on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; (ii) designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS and U.S. PCAOB GAAS; (iii) has evaluated the effectiveness of the PurchaserCompany’s disclosure controls and procedures and has disclosed in its management’s discussion and analysis to Telecure its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the PurchaserCompany’s internal control over financial reporting and has disclosed in its management’s discussion and analysis to Telecure its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. To the knowledge of the PurchaserCompany, prior to as of the date of this Agreement:
(i) there are no significant deficiencies in the design or operation of, or material weaknesses in, the internal controls over financial reporting of the Purchaser Company that could reasonably be expected to adversely affect the PurchaserCompany’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 PurchaserCompany. Since January 1December 31, 20082019, the Purchaser Company has received no: (xA) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (yB) expressions of concern from employees of the Purchaser or any Purchaser Subsidiary Company regarding questionable accounting or auditing matters.
Appears in 1 contract
Samples: Arrangement Agreement
Internal Controls and Financial Reporting. The Purchaser Clarmin has (i) designed disclosure controls and procedures to provide reasonable assurance that material information relating to Clarmin and the Purchaser, including the Purchaser Subsidiaries, Clarmin Subco is made known to the Chief Executive Officer and Chief Financial Officer of the Purchaser Clarmin on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; (ii) designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS; (iii) has evaluated the effectiveness of the PurchaserClarmin’s disclosure controls and procedures and has disclosed in its management’s discussion and analysis MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the PurchaserClarmin’s internal control over financial reporting and has disclosed in its management’s discussion and analysis MD&A its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. To the knowledge of the PurchaserClarmin, prior to as of the date of this Agreement:
(i) there are no significant deficiencies in the design or operation of, or material weaknesses in, the internal controls over financial reporting of the Purchaser Clarmin that could reasonably be expected to adversely affect the PurchaserClarmin’s ability to record, process, summarize and report financial information; and
(ii) to the knowledge of Clarmin, 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 PurchaserClarmin. Since January 1, 20082019, the Purchaser Clarmin has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of concern from employees of the Purchaser or any Purchaser Subsidiary Clarmin regarding questionable accounting or auditing matters.
Appears in 1 contract
Samples: Amalgamation Agreement (Cybin Inc.)
Internal Controls and Financial Reporting. The Purchaser Corporation has (ia) designed disclosure controls and procedures in place to provide reasonable assurance that material information relating to the Purchaser, including the Purchaser Subsidiaries, Corporation is made known to the Chief Executive Officer and Chief Financial Officer of the Purchaser Corporation on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; (iib) designed internal controls over financial reporting in place to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (iiic) has evaluated the effectiveness of the Purchaser’s Corporation's disclosure controls and procedures and has disclosed in its management’s 's discussion and analysis its conclusions about the effectiveness of its disclosure controls and procedures; and (ivd) has evaluated the effectiveness of the Purchaser’s Corporation's internal control controls over financial reporting and has disclosed in its management’s 's discussion and analysis its conclusions about the effectiveness of internal control controls over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. To the knowledge of the PurchaserCorporation, prior to as of the date of this Agreement:
(ia) except as set forth in Section 10(a) of the Corporation Disclosure Letter, there are no significant deficiencies material weaknesses in the design or operation of, or material weaknesses in, the internal controls control over financial reporting of the Purchaser Corporation that could reasonably be expected to adversely affect the Purchaser’s Corporation'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 PurchaserCorporation. Since January 1October 31, 20082012, the Purchaser Corporation has received no: no (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of concern from employees of the Purchaser or any Purchaser Subsidiary Corporation regarding questionable accounting or auditing matters.
Appears in 1 contract
Samples: Arrangement Agreement (Nordion Inc.)