Common use of Internal Controls; Disclosure Controls Clause in Contracts

Internal Controls; Disclosure Controls. Seller and the Subsidiaries have maintained a system of internal accounting controls sufficient to provide reasonable assurances that (a) all material transactions are executed in accordance with management’s general or specific authorizations, (b) all material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (c) access to Seller’s material assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. To the extent required, Seller and the Subsidiaries have devised and maintained a system of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the 1934 Act sufficient to insure that information required to be disclosed by Seller in the reports that it files or submits under the 1934 Act is accumulated and communicated to Seller’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Appears in 4 contracts

Samples: Merger Agreement (Capital Bancorp Inc), Merger Agreement (Peoples Holding Co), Merger Agreement (Heritage Financial Holding)

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Internal Controls; Disclosure Controls. Seller and the Subsidiaries The Peoples Companies have maintained a system of internal accounting controls sufficient to provide reasonable assurances that (a) all material Material transactions are executed in accordance with management’s general or specific authorizations, (b) all material Material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (c) access to Seller’s material Peoples’ Material assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. To the extent required, Seller and the Subsidiaries Peoples Companies have devised and maintained a system of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the 1934 Act sufficient to insure that information required to be disclosed by Seller Peoples in the reports that it files or submits under the 1934 Act is accumulated and communicated to Seller’s Peoples’ management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Appears in 2 contracts

Samples: Merger Agreement (Peoples Banctrust Co Inc), Merger Agreement (Peoples Banctrust Co Inc)

Internal Controls; Disclosure Controls. Seller and the Subsidiaries The BancTrust Companies have maintained a system of internal accounting controls sufficient to provide reasonable assurances that (a) all material Material transactions are executed in accordance with management’s general or specific authorizations, (b) all material Material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (c) access to SellerBancTrust’s material Material assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. To the extent required, Seller and the Subsidiaries BancTrust Companies have devised and maintained a system of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the 1934 Act sufficient to insure that information required to be disclosed by Seller BancTrust in the reports that it files or submits under the 1934 Act is accumulated and communicated to SellerBancTrust’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Appears in 2 contracts

Samples: Merger Agreement (Peoples Banctrust Co Inc), Merger Agreement (Peoples Banctrust Co Inc)

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Internal Controls; Disclosure Controls. Seller and the Subsidiaries have maintained a system of internal accounting controls sufficient to provide reasonable assurances that (ai) all material transactions are executed in accordance with management’s general or specific authorizations, (bii) all material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (ciii) access to Seller’s material assets is permitted only in accordance with management’s general or specific authorization, and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. To the extent required, Seller and the Subsidiaries have devised and maintained a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the 1934 Act sufficient to insure 0000 Xxx) effective for ensuring that information Seller is required to be disclosed by Seller disclose in the reports that it files or submits under the 1934 Act is accumulated recorded, processed, summarized and communicated to Sellerreported within the time periods specified in the Commission’s management, including its principal executive rules and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosureforms.

Appears in 2 contracts

Samples: Merger Agreement (Renasant Corp), Merger Agreement (First M&f Corp/MS)

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