Internal Controls and Procedures. (a) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ. (d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that are reasonably sufficient to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. Except as set forth on Section 3.7(d) of the Company Disclosure Letter, since January 1, 2017, neither the Company, the audit committee of the Company Board nor, to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting of the Company or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not made, or been required to make, any such disclosures to the Company’s auditors. (e) Except as would not, and would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
Appears in 2 contracts
Samples: Merger Agreement (Keyw Holding Corp), Merger Agreement (Jacobs Engineering Group Inc /De/)
Internal Controls and Procedures. (a) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(c) The Company is, and since January 1November 14, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQthe NYSE.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required utilized by Rule 13a-15 or 15d-15 under the Exchange Act and that Company are reasonably sufficient designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. Except as set forth on Section 3.7(d) of the Company Disclosure Letter, since January 1, 2017, neither the Company, the audit committee of the Company Board nor, to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting of the Company or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not made, or been required to make, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documentsstatements.
Appears in 2 contracts
Samples: Merger Agreement (SendGrid, Inc.), Merger Agreement (Twilio Inc)
Internal Controls and Procedures. (a) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as such term is defined in Rules 13a-15(fRule 13a 15(e) and 15d-15(f) of under the Exchange Act) as required by Rule 13a-15 or 15d-15 13a 15(a) under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executedAct, and receipts the Company has established and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “disclosure internal controls and procedures” over financial reporting (as such term is defined in Rules 13a-15(eRule 13a 15(e) and 15d-15(e) of under the Exchange Act) as required by Rule 13a-15 13a 15(b) under the Exchange Act. Such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries required to be disclosed by the Company in the reports that it files or 15d-15 submits under the Exchange Act is accumulated and that are reasonably sufficient communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding disclosure and to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms of the SEC forms. The Company has not identified any material weaknesses in its internal controls, and that all such information required to be disclosed is accumulated and communicated to the management of the Company to allow timely decisions regarding required disclosure and to enable the is not aware of any facts or circumstances that would prevent its chief executive officer and chief financial officer from giving the certifications and authorizations required pursuant to the rules and regulations adopted pursuant to Section 401 of the Company to make the certifications required under the Exchange Act with respect to such reportsXxxxxxxx-Xxxxx Act, without qualification, when next due. Except as set forth on Section 3.7(d) of would not reasonably be expected to have, individually or in the Company Disclosure Letteraggregate, a Material Adverse Effect, since January 1the August 28, 2017, neither the Company, the audit committee of the Company Board nor2009, to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting of neither the Company or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not made, or been required to make, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries its Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
Appears in 2 contracts
Samples: Merger Agreement (SMART Global Holdings, Inc.), Merger Agreement (SMART Modular Technologies (WWH), Inc.)
Internal Controls and Procedures. (a) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQthe NYSE.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required utilized by Rule 13a-15 or 15d-15 under the Exchange Act and that Company are reasonably sufficient designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. Except as set forth on Section 3.7(d) of the Company Disclosure Letter, since January 1, 2017, neither the Company, the audit committee of the Company Board nor, to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting of the Company or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not made, or been required to make, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documentsstatements.
Appears in 2 contracts
Samples: Merger Agreement (Engility Holdings, Inc.), Merger Agreement (Science Applications International Corp)
Internal Controls and Procedures. To the extent required under applicable Law, (ai) Each of the chief executive officer of the Company Rockets has established and the chief financial officer of the Company (or each former chief executive officer of the Company maintains disclosure controls and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or and Rule 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedAct, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “Rockets’ disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that procedures are reasonably sufficient designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company Rockets in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Rockets’ management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable make the chief certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), (iii) Rockets’ management has completed an assessment of the effectiveness of Rockets’ internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2016, and such assessment concluded that such controls were effective, and (iv) no executive officer and chief financial officer of the Company Rockets has failed to make the certifications required of him or her under Section 302 or 906 of the Exchange Xxxxxxxx-Xxxxx Act with respect to such reportsany Rockets SEC Document, except as disclosed in certifications filed with the Rockets SEC Documents. Except as set forth on Section 3.7(d) Neither Rockets nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of the Company Disclosure Lettercertifications in clause (iv) above. Since Rockets’ emergence from chapter 11 proceedings on October 1, since 2012, neither Rockets nor any of its Subsidiaries has made or permitted to remain outstanding any prohibited loans to any executive officer of Rockets (as defined in Rule 3b-7 under the Exchange Act) or director of Rockets or any of its Subsidiaries. Since January 1, 20172016, neither the Company, the audit committee none of the Company Board norRockets or, to the Knowledge of the CompanyRockets, Rockets’ independent accountants, the Company’s auditors, is aware management of Rockets or its audit committee has received any oral or written notification of any (i) any “significant deficiencies or material weaknesses deficiency” in the design or operation of internal controls over financial reporting of the Company or Rockets, (ii) any “material weakness” in the internal controls over financial reporting of Rockets or (iii) fraud, whether or not material, that involves management or other employees of Rockets who have a significant role in the Company’s internal controls over financial reporting. The Company has not made, or been required to make, any such disclosures to the Company’s auditorsreporting of Rockets.
(e) Except as would not, and would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
Appears in 2 contracts
Samples: Merger Agreement (Vistra Energy Corp), Merger Agreement (Dynegy Inc.)
Internal Controls and Procedures. (a) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documentsmaintains, and the statements contained in such certifications are true at all times since January 1, 2008 has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” (, as such terms are defined in Rules 13a-15(f) in, and 15d-15(f) of the Exchange Act) as required by Rule by, Rules 13a-15 or and 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Act. Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that procedures are reasonably sufficient designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC. Company has delivered or made available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. Company is, and has been at all times since January 1, 2008, in compliance in all material respects with respect the applicable listing requirements of Nasdaq, and has not since January 1, 2008 received any notice asserting any non-compliance with the listing requirements of Nasdaq. The principal executive officer and principal financial officer of Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. Company and each of its Subsidiaries maintains, and at all times since January 1, 2008 has maintained, a system of internal control over financial reporting, which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Company Financials) for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Company and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Company’s assets that could have a material effect on the financial statements of Company and its Subsidiaries. Company has delivered or made available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such reportsinternal accounting controls. Company’s management has completed an assessment of the effectiveness of Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal years ended December 31, 2008 and December 31, 2009, and such assessment concluded that such controls were effective and Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that Company maintained effective internal control over financial reporting as of December 31, 2008 and December 31, 2009, respectively. Except as set forth on in Section 3.7(d2.4(d) of the Company Disclosure LetterSchedule, to the Knowledge of Company, since January 1, 20172008, neither the CompanyCompany nor any of its Subsidiaries (including any Company Employee), the audit committee of the Company Board nor, to the Knowledge of the Company, the nor Company’s independent auditors, is has identified or been made aware of or has received notification of (iA) any significant deficiencies deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Company and its Subsidiaries, (B) any illegal act or fraud, whether or not material, that involves Company’s management or other Company Employees, or (C) any claim or allegation regarding any of the foregoing. In connection with the periods covered by the Company Financials, Company has disclosed to Parent all deficiencies and weaknesses identified in writing by Company or Company’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting of the Company or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not made, or been required to make, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to the utilized by Company and the Company its Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
Appears in 2 contracts
Samples: Merger Agreement (Divx Inc), Merger Agreement (Divx Inc)
Internal Controls and Procedures. (a) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(bi) The Company has established and maintains a system of “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in Rules 13a-15(f) Rule 13a-15 and 15d-15(f) of Rule 15d-15 under the Exchange Act) as required by in material compliance with Rule 13a-15 or and Rule 15d-15 under the Exchange Act (the “Internal Controls”); and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that Internal Controls are reasonably sufficient designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company with respect to the Company and its consolidated Subsidiaries in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable make the chief certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act, including by the Company’s management completing an assessment of the effectiveness of the Company’s Internal Controls over financial reporting in compliance with the applicable provisions of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended January 31, 2023, and such assessment concluded that such system was effective. Since December 17, 2021, the principal executive officer and chief principal financial officer of the Company to make the have made all certifications required under by the Exchange Act applicable provisions of the Xxxxxxxx-Xxxxx Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.
(b) Since December 17, 2021, the Company and its Subsidiaries have established and maintained a system of Internal Controls that are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with respect to such reports. Except as set forth on Section 3.7(dGAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company Disclosure Letter, since January 1, 2017, neither the Company, the audit committee and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries. Neither the Company nor, to the Knowledge of the Company, the Company’s auditors, is independent registered public accounting firm has identified or been made aware of or has received notification of (iA) any significant deficiencies deficiency or material weaknesses weakness in the design or operation system of internal controls Internal Controls over financial reporting of utilized by the Company that is or was reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (iiB) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not made, or been required to make, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none preparation of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Internal Controls over financial reporting utilized by the Company. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents.
Appears in 1 contract
Internal Controls and Procedures. (a) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(c) The Company is, and since January 1September 18, 2017 2020 has been, in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements of NASDAQrequirements.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required utilized by Rule 13a-15 or 15d-15 under the Exchange Act and that Company are reasonably sufficient designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. Except as set forth on Section 3.7(d) of the Company Disclosure Letter, since January 1, 2017, neither the Company, the audit committee of the Company Board nor, to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting of the Company or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not made, or been required to make, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documentsstatements.
Appears in 1 contract
Samples: Merger Agreement (Metacrine, Inc.)
Internal Controls and Procedures. (a) Each of the chief executive officer of the The Company has established and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documentsmaintains, and the statements contained in such certifications are true at all times since April 1, 2015 has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Act. The Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that procedures are reasonably sufficient designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect pursuant to such reports. Except as set forth on Section 3.7(d) Sections 302 and 906 of the Company Disclosure Letter, since January Xxxxxxxx-Xxxxx Act. Since April 1, 20172015, neither the Company, ’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board nor, of Directors (the material circumstances of which (if any) have been made available to Parent prior to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of date hereof)
(i) any significant deficiencies or and material weaknesses in the design or operation of internal controls over financial reporting of the Company or and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not madeSince April 1, or been required to make2015, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to neither the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or nor any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any material, unresolved, complaint, allegation, assertion or claim regarding the impropriety of any accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
Appears in 1 contract
Samples: Merger Agreement
Internal Controls and Procedures. (a) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company has established and maintains a system of “disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Act. The Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that procedures are reasonably sufficient designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect pursuant to such reports. Except as set forth on Section 3.7(d) Sections 302 and 906 of the Company Disclosure Letter, since January 1, 2017, neither Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company, the audit committee ’s management has completed an assessment of the Company Board nor, to the Knowledge effectiveness of the Company, the Company’s auditors, is aware of or has received notification of (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting of the Company or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. The Company has not madereporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, or been required to make, any such disclosures to the Company’s auditors.
(e) Except as would not2012, and would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim such assessment concluded that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practicessuch controls were effective. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is of its Subsidiaries are a party to, or has any commitment to become a party to, any joint venture, off off-balance sheet partnership or any similar Contract contract (including any Contract contract or arrangement relating to any transaction or relationship between or among the Company and or any of the Company its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under of the Exchange Act)SEC), where the result, purpose or intended effect of such Contract contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company its Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(b) Since January 1, 2010, the Company has not received any oral or written notification of any (A) “significant deficiency” or (B) “material weakness” in the Company’s internal control over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board Interim Standard AU 325 parts 2 and 3, as in effect on the date hereof.
Appears in 1 contract
Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (aas such terms are defined in paragraphs (e) Each and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the chief SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”). The principal executive officer of the Company and the chief principal financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has have made all applicable certifications required by Rule 13a-14 or 15d-14 under the Sxxxxxxx-Xxxxx Act, the Exchange Act and Sections 302 any related rules and 906 of SOX regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications are true were complete and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None correct as of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance dates they were made. There (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that are reasonably sufficient to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. Except as set forth on Section 3.7(d) of the Company Disclosure Letter, since January 1, 2017, neither the Company, the audit committee of the Company Board nor, to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of (i) any no significant deficiencies deficiency or material weaknesses weakness in the design or operation of internal controls over financial reporting of (as defined in Rule 13a-15(f) under the Exchange Act) utilized by the Company or its Subsidiaries, (ii) is not, and since December 31, 2021 there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not madecontrols, or been required to make, any such disclosures to the Company’s auditors.
and (eiii) Except as would is not, and would since December 31, 2021 there has not reasonably be expected tobeen, be material any “extensions of credit” (within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act) or prohibited loans to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureits Subsidiaries.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
Appears in 1 contract
Internal Controls and Procedures. (a) Each of the chief executive officer of The Company has established and maintains, and at all times since January 1, 2020 the Company has maintained, disclosure controls and the chief financial officer of the Company (or each former chief executive officer of the Company procedures and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsAct.
(cb) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “Company’s disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that procedures are reasonably sufficient designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect pursuant to such reports. Except as set forth on Section 3.7(d) Sections 302 and 906 of the Company Disclosure Letter, since Xxxxxxxx-Xxxxx Act.
(c) Since January 1, 20172021, neither the Company, ’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board nor, of Directors (the material circumstances of which (if any) have been made available to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of Parent) (i) any “significant deficiencies or deficiencies” and “material weaknesses weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal controls over financial reporting of the Company reporting, or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or the internal accounting controls over financial reporting. The Company has not made, or been required to make, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole, since Since January 1, 20172021, none of neither the Company or nor any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
Appears in 1 contract
Internal Controls and Procedures. (a) Each of the chief executive officer of the The Company has established and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documentsmaintains, and the statements contained in such certifications are true at all times since April 1, 2015 has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Act. The Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that procedures are reasonably sufficient designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect pursuant to such reports. Except as set forth on Section 3.7(d) Sections 302 and 906 of the Company Disclosure Letter, since January Xxxxxxxx-Xxxxx Act. Since April 1, 20172015, neither the Company, ’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board nor, of Directors (the material circumstances of which (if any) have been made available to Parent prior to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of date hereof) (i) any significant deficiencies or and material weaknesses in the design or operation of internal controls over financial reporting of the Company or and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not madeSince April 1, or been required to make2015, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to neither the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or nor any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any material, unresolved, complaint, allegation, assertion or claim regarding the impropriety of any accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
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Internal Controls and Procedures. (a) Each The Company has established and maintains disclosure controls and procedures (as such term is defined in paragraph (e) of the chief executive officer of the Company Rule 13a-15 and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 15d-15 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC DocumentsAct), and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 or and 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Act. The Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that procedures are reasonably sufficient designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.
(b) The Company maintains internal control over financial reporting (as such term is defined in paragraph (f) of Rule 13a-15 and 15d-15 under the Exchange Act Act), as required by Rule 13a-15 and 15d-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with respect GAAP and includes policies and procedures that (i) pertain to such reports. Except the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as set forth on Section 3.7(d) necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company Disclosure Letterare being made only in accordance with authorizations of management of the Company and the Company Board of Directors, since January 1and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
(c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 25, 2017, neither and such assessment concluded that such system was effective. The Company’s independent registered public accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 25, 2017. Since the Applicable Date, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or would be reasonably likely to materially affect, the Company’s internal control over financial reporting.
(d) Based on its most recent internal evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board nor, to of Directors (the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of “Audit Committee”) (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting of that are reasonably likely to adversely affect the Company or Company’s ability to record, process, summarize and report financial information and (ii) any fraud or allegations of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. The Company , and each such significant deficiency, material weakness and fraud so disclosed to auditors or the Audit Committee, if any, has not made, or been required disclosed to make, any such disclosures Parent prior to the Company’s auditorsdate hereof.
(e) Except as would notThe Company has made available to Parent any material communication since the Applicable Date made by management or the Company’s auditors to the Audit Committee required or contemplated by listing standards of the New York Stock Exchange, the Audit Committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and would not reasonably be expected to, be no material to the concerns from Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim employees regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practicesmatters, have been received by the Company. None The Company has made available to Parent a summary of Xxxxx Xxxxxxxx LLP all material complaints or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement concerns relating to any transaction or relationship between or among other matters made since the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in Applicable Date through the Company’s whistleblower hotline or such Company Subsidiary’s published financial statements or other Company SEC Documentsequivalent system for receipt of employee concerns regarding possible violations of Law.
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Internal Controls and Procedures. (a) Each of the chief executive officer of the The Company has established and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documentsmaintains, and the statements contained in such certifications are true at all times since May 1, 2019 has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed, and receipts and expenditures are made, only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Act. The Company’s properties or assets.
(c) The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of NASDAQ.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that procedures are reasonably sufficient designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect pursuant to such reports. Except as set forth on Section 3.7(d) Sections 302 and 906 of the Company Disclosure Letter, since January Xxxxxxxx-Xxxxx Act. Since May 1, 20172019, neither the Company, ’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board nor, of Directors (the material circumstances of which (if any) have been made available to Parent prior to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of date hereof) (i) any significant deficiencies or and material weaknesses in the design or operation of internal controls over financial reporting of the Company or and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not madeSince May 1, or been required to make2019, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to neither the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or nor any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any material, unresolved, complaint, allegation, assertion or claim regarding the impropriety of any accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
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Internal Controls and Procedures. (a) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(b) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and that is sufficient designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and that receipts and expenditures of the Company and Company Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board, (ii) that transactions are executed, and receipts and expenditures are made, executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company and the Company Subsidiaries’ properties or assets that could have a material effect on the Company’s properties or assetsfinancial statements.
(c) The Except as set forth on Section 4.7(c) of the Company Disclosure Letter, the Company is, and since January 1, 2017 2021 has been, in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements of NASDAQrequirements.
(d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required utilized by Rule 13a-15 or 15d-15 under the Exchange Act and that Company are reasonably sufficient designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. Except as set forth on Section 3.7(d) of the Company Disclosure Letter, since January 1, 2017, neither the Company, the audit committee of the Company Board nor, to the Knowledge of the Company, the Company’s auditors, is aware of or has received notification of (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting of the Company or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not made, or been required to make, any such disclosures to the Company’s auditors.
(e) Except as would not, and would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any director or officer of the Company, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. None of Xxxxx Xxxxxxxx LLP or Deloitte & Touche LLP has resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documentsstatements.
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