Internal Controls; NYSE Listing Matters. (a) Purchaser has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, such disclosure controls and procedures are reasonable designed to ensure that material information required to be disclosed by Purchaser in the reports it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such material information is accumulated and communicated to Purchaser’s management as appropriate to allow timely decisions regarding required disclosure. (b) Purchaser has established and maintains a system of internal control over financial reporting (as defined in Rules 13a 15(f) and 15d 15(f) under the Exchange Act) which is effective in providing reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Purchaser has disclosed, based on its most recent evaluation of Purchaser’s internal control over financial reporting prior to the date hereof, to Purchaser’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of Purchaser’s internal control over financial reporting which would reasonably be expected to adversely affect Purchaser’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting. (c) Since December 31, 2020, (i) Purchaser has not been advised by its independent auditors of any significant deficiency or material weakness in the design or operation of Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, (ii) Purchaser has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, and (iii) there have been no changes in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, including any corrective actions with regard to any significant deficiency or material weakness. (d) As of the Execution Date, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Documents. (e) Purchaser is in compliance in all material respects with the rules and regulations of the NYSE that are applicable to Purchaser. (f) The Purchaser Common Stock is registered under Section 12(b) of the Exchange Act and listed on the NYSE, and Purchaser has not received any notice of deregistration or delisting from the SEC or the NYSE and no judgment, order, ruling, decree, injunction or award of any securities commission or similar securities regulatory authority or any other Governmental Authority, or of the NYSE, preventing or suspending trading in any securities of Purchaser has been issued and no proceedings for such purpose are, to Purchaser’s knowledge, pending, contemplated or threatened. Purchaser has taken no action that is designed to terminate the registration of the Purchaser Common Stock under the Exchange Act or the listing of the Purchaser Common Stock on the NYSE.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Laredo Petroleum, Inc.), Purchase and Sale Agreement (Laredo Petroleum, Inc.)
Internal Controls; NYSE Listing Matters. (a) Purchaser has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, such disclosure controls and procedures are reasonable reasonably designed to ensure that material information required to be disclosed by Purchaser in the reports it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such material information is accumulated and communicated to Purchaser’s management as appropriate to allow timely decisions regarding required disclosure.
(b) Purchaser has established and maintains a system of internal control over financial reporting (as defined in Rules 13a 15(f) and 15d 15(f) under the Exchange Act) which is effective in providing reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Purchaser has disclosed, based on its most recent evaluation of Purchaser’s internal control over financial reporting prior to the date hereof, to Purchaser’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of Purchaser’s internal control over financial reporting which would reasonably be expected to adversely affect Purchaser’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting.
(c) Since December 31, 20202022, (i) Purchaser has not been advised by its independent auditors of any significant deficiency or material weakness in the design or operation of Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, (ii) Purchaser has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, and (iii) there have been no changes in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, including any corrective actions with regard to any significant deficiency or material weakness.
(d) As of the Execution Date, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Documents.
(e) Purchaser is in compliance in all material respects with the rules and regulations of the NYSE that are applicable to Purchaser.
(f) The Purchaser Common Stock is registered under Section 12(b) of the Exchange Act and listed on the NYSE, and Purchaser has not received any notice of deregistration or delisting from the SEC or the NYSE and no judgment, order, ruling, decree, injunction or award of any securities commission or similar securities regulatory authority or any other Governmental Authority, or of the NYSE, preventing or suspending trading in any securities of Purchaser has been issued and no proceedings for such purpose are, to Purchaser’s knowledge, pending, contemplated or threatened. Purchaser has taken no action that is designed to terminate the registration of the Purchaser Common Stock under the Exchange Act or the listing of the Purchaser Common Stock on the NYSE.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Vital Energy, Inc.), Purchase and Sale Agreement (Vital Energy, Inc.)
Internal Controls; NYSE Listing Matters. (a) Purchaser Parent has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 Rules 13a-15(e) and 15d- 15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, such ). Such disclosure controls and procedures are reasonable reasonably designed to ensure that material information required to be disclosed by Purchaser Parent in the reports it files or submits to the SEC under the Exchange Act is recorded, processed, summarized made known to Parent’s chief executive officer and reported its chief financial officer by others within the time periods specified in the rules and forms of the SEC, and that such material information is accumulated and communicated to Purchaser’s management as appropriate those entities to allow timely decisions regarding required disclosuredisclosures as required under the Exchange Act. The chief executive officer and chief financial officer of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Filed SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation, and such certifications as required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”).
(b) Purchaser Parent has established and maintains a system of internal control over financial reporting (as defined in Rules 13a 15(f) and 15d 15(f) under the Exchange Act) ), which Parent has concluded is in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act and is effective in providing reasonable assurance regarding the reliability of PurchaserParent’s financial reporting and the preparation of the Parent Financial Statements for external purposes in accordance with GAAP. Purchaser has disclosedSince December 31, based on its most recent evaluation of Purchaser’s internal control over financial reporting prior to the date hereof2023, to PurchaserXxxxxx’s auditors and audit committee knowledge, there have not been any (i) any significant deficiencies and material weaknesses in the design or operation of PurchaserParent’s internal control over financial reporting which would reasonably be expected to adversely affect PurchaserParent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in PurchaserParent’s internal control over financial reporting.
(c) Since December 31, 2020, (i) Purchaser has not been advised by its independent auditors of any significant deficiency or material weakness in the design or operation of Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, (ii) Purchaser has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, and (iii) there have been no changes in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, including any corrective actions with regard to any significant deficiency or material weakness.
(d) As of the Execution Date, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Documents.
(e) Purchaser is in compliance in all material respects with the rules and regulations of the NYSE that are applicable to Purchaser.
(f) The Purchaser Common Stock is registered under Section 12(b) of the Exchange Act and listed on the NYSE, and Purchaser has not received any notice of deregistration or delisting from the SEC or the NYSE and no judgment, order, ruling, decree, injunction or award of any securities commission or similar securities regulatory authority or any other Governmental Authority, or of the NYSE, preventing or suspending trading in any securities of Purchaser has been issued and no proceedings for such purpose are, to Purchaser’s knowledge, pending, contemplated or threatened. Purchaser has taken no action that is designed to terminate the registration of the Purchaser Common Stock under the Exchange Act or the listing of the Purchaser Common Stock on the NYSE.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Internal Controls; NYSE Listing Matters. (a) Purchaser Buyer has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, such ). Such disclosure controls and procedures are reasonable reasonably designed to ensure that material information required to be disclosed by Purchaser Buyer in the reports it files or submits to the SEC under the Exchange Act is recorded, processed, summarized made known to Buyer’s chief executive officer and reported within the time periods specified in the rules and forms its chief financial officer by other employees of the SEC, and that such material information is accumulated and communicated to Purchaser’s management as appropriate Buyer to allow timely decisions regarding required disclosuredisclosures as required under the Exchange Act. The chief executive officer and chief financial officer of Buyer have evaluated the effectiveness of Buyer’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Filed SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation.
(b) Purchaser Buyer has established and maintains a system of internal control over financial reporting (as defined in Rules 13a 15(f13a-15(f) and 15d 15(f15d-15(f) under the Exchange Act) which is effective in providing reasonable assurance regarding the reliability of PurchaserBuyer’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Purchaser Buyer has disclosed, based on its most recent evaluation of PurchaserBuyer’s internal control over financial reporting prior to the date hereof, to PurchaserBuyer’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of PurchaserBuyer’s internal control over financial reporting which would reasonably be expected to adversely affect PurchaserBuyer’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in PurchaserBuyer’s internal control over financial reporting.
(c) Since December 31January 1, 2020, (i) Purchaser neither Buyer nor any of its Subsidiaries nor, to the knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of Buyer or any of its Subsidiaries has not been advised by its independent auditors received or otherwise had or obtained knowledge of any significant deficiency material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material weakness complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in the design questionable accounting or operation of Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reportingauditing practices, (ii) Purchaser Buyer has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in PurchaserBuyer’s internal control over financial reporting that would reasonably be expected to materially and adversely affect PurchaserBuyer’s internal control over financial reporting, and (iii) except for changes made in connection with the implementation of a remediation plan in the fourth fiscal quarter of 2020 to cure internal control deficiencies related to the design and maintenance of controls over the determination of the estimated present value of Buyer’s reserves, which deficiencies were identified in the second fiscal quarter of 2020, there have been no changes in PurchaserBuyer’s internal control over financial reporting that would reasonably be expected to materially and adversely affect PurchaserBuyer’s internal control over financial reporting, including any corrective actions with regard to any significant deficiency or material weakness.
(d) As of the Execution Date, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Documents. To the Knowledge of Buyer, none of the Filed SEC Documents is subject to ongoing review or outstanding SEC comment or investigation.
(e) Purchaser Buyer is in compliance in all material respects with the rules and regulations of the NYSE that are applicable to PurchaserBuyer.
(f) The Purchaser LPI Common Stock is registered under Section 12(b) of the Exchange Act and listed on the NYSE, and Purchaser Buyer has not received any notice of deregistration or delisting from the SEC or the NYSE and no judgment, order, ruling, decree, injunction or award of any securities commission or similar securities regulatory authority or any other Governmental Authority, or of the NYSE, preventing or suspending trading in any securities of Purchaser Buyer has been issued and no proceedings for such purpose are, to PurchaserBuyer’s knowledge, pending, contemplated or threatened. Purchaser Buyer has taken no action that is designed to terminate the registration of the Purchaser LPI Common Stock under the Exchange Act or the listing of the Purchaser LPI Common Stock on the NYSE.
(g) Neither Buyer nor any of its Subsidiaries 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 Buyer and any of 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-balance sheet arrangements” (as defined in the Instructions to Item 303(b) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure, in Buyer’s or such Subsidiary’s published Financial Statements or other Filed SEC Documents, of any material transaction involving, or material liabilities of, Buyer or any of its Subsidiaries.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Laredo Petroleum, Inc.)
Internal Controls; NYSE Listing Matters. Except as disclosed in SilverBow’s SEC Filings:
(a) Purchaser SilverBow has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 Rules 13a-15(c) and 15d-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, such ). Such disclosure controls and procedures are reasonable reasonably designed to ensure that material information required to be disclosed by Purchaser SilverBow in the reports it files or submits to the SEC under the Exchange Act is recorded, processed, summarized made known to SilverBow’s chief executive officer and reported within the time periods specified in the rules and forms its chief financial officer by other employees of the SEC, and that such material information is accumulated and communicated to Purchaser’s management as appropriate SilverBow to allow timely decisions regarding required disclosuredisclosures as required under the Exchange Act. The chief executive officer and chief financial officer of SilverBow have evaluated the effectiveness of SilverBow’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable SEC Filing that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation.
(b) Purchaser SilverBow has established and maintains a system of internal control over financial reporting (as defined in Rules 13a 15(f13a-15(f) and 15d 15(f15d-15(f) under the Exchange Act) which is effective in providing reasonable assurance regarding the reliability of PurchaserSilverBow’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Purchaser SilverBow has disclosed, based on its most recent evaluation of PurchaserSilverBow’s internal control over financial reporting prior to the date hereof, to PurchaserSilverBow’s auditors and audit committee (i) any significant deficiencies and material weaknesses weakness in the design or operation of PurchaserSilverBow’s internal control over financial reporting which would reasonably be expected to adversely affect PurchaserSilverBow’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in PurchaserSilverBow’s internal control over financial reporting.
(c) Since December 31January 1, 2020, (i) Purchaser neither SilverBow nor any of its Subsidiaries nor, to the knowledge of SilverBow, any director, officer, employee, auditor, accountant or representative of SilverBow or any of its Subsidiaries has not been advised by its independent auditors received or otherwise had or obtained knowledge of any significant deficiency material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of SilverBow or any of its Subsidiaries or their respective internal accounting controls, including any material weakness complaint, allegation, assertion or claim that SilverBow or any of its Subsidiaries has engaged in the design questionable accounting or operation of Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reportingauditing practices, (ii) Purchaser SilverBow has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in PurchaserSilverBow’s internal control over financial reporting that would reasonably be expected to materially and adversely affect PurchaserSilverBow’s internal control over financial reporting, reporting and (iii) there have has been no changes in PurchaserSilverBow’s internal control over financial reporting that would reasonably be expected to materially and adversely affect PurchaserSilverBow’s internal control over financial reporting, including any corrective actions with regard to any significant deficiency or material weakness.
(d) As of the Execution Date, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Documents.
(e) Purchaser is in compliance in all material respects with the rules and regulations of the NYSE that are applicable to Purchaser.
(f) The Purchaser SilverBow Common Stock is registered under Section 12(b) of the Exchange Act and listed on the New York Stock Exchange (“NYSE”), and Purchaser and, except as disclosed in the SEC Filings with respect to the 2015 delisting of the stock of SilverBow’s predecessor entity, Swift Energy Company, SilverBow has not received any notice of deregistration or delisting from the SEC or the NYSE NYSE, and no judgment, order, ruling, decree, injunction or award of any securities commission or similar securities regulatory authority or any other Governmental Authority, or of the NYSE, preventing or suspending trading in any securities of Purchaser SilverBow has been issued and no proceedings for such purpose are, to PurchaserSilverBow’s knowledge, pending, contemplated or threatened. Purchaser SilverBow is in compliance in all material respects with the rules and regulations of the NYSE. SilverBow has taken no action that is designed to terminate the registration of the Purchaser SilverBow Common Stock under the Exchange Act or the listing of the Purchaser SilverBow Common Stock on the NYSE.
(e) Neither SilverBow nor any of its Subsidiaries 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 SilverBow and any of 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-balance sheet arrangements” (as defined in the Instructions to Item 303(b) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure, in SilverBow’s or such Subsidiary’s published Financial Statements or other filed SEC Filings, of any material transaction involving, or material liabilities of, SilverBow or any of its Subsidiaries.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Silverbow Resources, Inc.)
Internal Controls; NYSE Listing Matters. (a) Purchaser has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, such disclosure controls and procedures are reasonable reasonably designed to ensure that material information required to be disclosed by Purchaser in the reports it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such material information is accumulated and communicated to Purchaser’s management as appropriate to allow timely decisions regarding required disclosure.
(b) Purchaser has established and maintains a system of internal control over financial reporting (as defined in Rules 13a 15(f) and 15d 15(f) under the Exchange Act) which is effective in providing reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Purchaser has disclosed, based on its most recent evaluation of Purchaser’s internal control over financial reporting prior to the date hereof, to Purchaser’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of Purchaser’s internal control over financial reporting which would reasonably be expected to adversely affect Purchaser’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting.
(c) Since December 31, 20202022, (i) Purchaser has not been advised by its independent auditors of any significant deficiency or material weakness in the design or operation of Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, (ii) Purchaser has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, and (iii) there have been no changes in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, including any corrective actions with regard to any significant deficiency or material weakness.
(d) As of the Execution Date, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Documents.
(e) Purchaser is in compliance in all material respects with the rules and regulations of the NYSE that are applicable to Purchaser.
(f) The Purchaser Common Stock is registered under Section 12(b) of the Exchange Act and listed on the NYSE, and Purchaser has not received any notice of deregistration or delisting from the SEC or the NYSE and no judgment, order, ruling, decree, injunction or award of any securities commission or similar securities regulatory authority or any other Governmental Authority, or of the NYSE, preventing or suspending trading in any securities of Purchaser has been issued and no proceedings for such purpose are, to Purchaser’s knowledge, pending, contemplated or threatened. Purchaser has taken no action that is designed to terminate the registration of the Purchaser Common Stock under the Exchange Act or the listing of the Purchaser Common Stock on the NYSE.
Appears in 1 contract
Internal Controls; NYSE Listing Matters. (a) Purchaser Parent has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, such ). Such disclosure controls and procedures are reasonable reasonably designed to ensure that material information required to be disclosed by Purchaser Parent in the reports it files or submits to the SEC under the Exchange Act is recorded, processed, summarized made known to Parent’s chief executive officer and reported its chief financial officer by others within the time periods specified in the rules and forms of the SEC, and that such material information is accumulated and communicated to Purchaser’s management as appropriate those entities to allow timely decisions regarding required disclosuredisclosures as required under the Exchange Act. The chief executive officer and chief financial officer of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Filed SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation, and such certifications as required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”).
(b) Purchaser Parent has established and maintains a system of internal control over financial reporting (as defined in Rules 13a 15(f) and 15d 15(f) under the Exchange Act) ), which Parent has concluded is in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act and is effective in providing reasonable assurance regarding the reliability of PurchaserParent’s financial reporting and the preparation of the Parent Financial Statements for external purposes in accordance with GAAP. Purchaser has disclosedSince December 31, based on its most recent evaluation of Purchaser’s internal control over financial reporting prior to the date hereof2023, to PurchaserPxxxxx’s auditors and audit committee knowledge, there have not been any (i) any significant deficiencies and material weaknesses in the design or operation of PurchaserParent’s internal control over financial reporting which would reasonably be expected to adversely affect PurchaserParent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in PurchaserParent’s internal control over financial reporting.
(c) Since December 31January 1, 20202023, (i) Purchaser neither Parent nor, to the Knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has not been advised by received any material complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its independent auditors Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of any significant deficiency its Subsidiaries has engaged in questionable or material weakness in the design improper accounting or operation of Purchaser’s internal control over financial reporting that would reasonably be expected to materially auditing practices and adversely affect Purchaser’s internal control over financial reporting, (ii) Purchaser has no knowledge attorney representing Parent or any of any fraudits Subsidiaries, whether or not materialemployed by Parent or any of its Subsidiaries, that involves management has reported evidence of a material violation of securities Laws, breach of fiduciary duty or other similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees who have a significant role in Purchaser’s internal control over financial reporting that would reasonably be expected or agents to materially and adversely affect Purchaser’s internal control over financial reporting, and (iii) there have been no changes in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, including the board of directors of Parent or any corrective actions with regard committee thereof or to any significant deficiency director or material weaknessofficer of Parent or any of its Subsidiaries.
(d) As of the Execution Date, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Filed SEC Documents. To the knowledge of Parent, none of the Filed SEC Documents is subject to ongoing review or outstanding SEC comment or investigation.
(e) Neither Parent nor any of its Subsidiaries 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 Parent and any of 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 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, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s published financial statements or other Filed SEC Documents.
(ef) Purchaser Parent is in compliance in all material respects with (i) the provisions of the Sxxxxxxx-Xxxxx Act and (ii) the rules and regulations of the NYSE NYSE, in each case, that are applicable to PurchaserParent.
(fg) The Purchaser Parent Common Stock is registered under Section 12(b) of the Exchange Act and listed on the NYSE, and Purchaser Parent has not received any notice of deregistration or delisting from the SEC or the NYSE and no NYSE, as applicable. No judgment, orderOrder, ruling, decree, injunction injunction, or award of any securities commission or similar securities regulatory authority or authority, any other Governmental Authority, Authority or of the NYSE, NYSE preventing or suspending trading in any securities of Purchaser Parent has been issued issued, and no proceedings for such purpose are, to PurchaserParent’s knowledge, pending, contemplated or threatened. Purchaser Parent has taken no action that is designed to terminate the registration of the Purchaser Parent Common Stock under the Exchange Act or the listing of the Purchaser Common Stock on the NYSEAct.
Appears in 1 contract
Internal Controls; NYSE Listing Matters. (a) Purchaser has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, such disclosure controls and procedures are reasonable reasonably designed to ensure that material information required to be disclosed by Purchaser in the reports it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such material information is accumulated and communicated to Purchaser’s management as appropriate to allow timely decisions regarding required disclosure.
(b) Purchaser has established and maintains a system of internal control over financial reporting (as defined in Rules 13a 15(f) and 15d 15(f) under the Exchange Act) which is effective in providing reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. Purchaser has disclosed, based on its most recent evaluation of Purchaser’s internal control over financial reporting prior to the date hereof, to Purchaser’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of Purchaser’s internal control over financial reporting which would reasonably be expected to adversely affect Purchaser’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting.
(c) Since December 31, 20202021, (i) Purchaser has not been advised by its independent auditors of any significant deficiency or material weakness in the design or operation of Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, (ii) Purchaser has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, and (iii) there have been no changes in Purchaser’s internal control over financial reporting that would reasonably be expected to materially and adversely affect Purchaser’s internal control over financial reporting, including any corrective actions with regard to any significant deficiency or material weakness.
(d) As of the Execution Date, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Documents.
(e) Purchaser is in compliance in all material respects with the rules and regulations of the NYSE that are applicable to Purchaser.
(f) The Purchaser Common Stock is registered under Section 12(b) of the Exchange Act and listed on the NYSE, and Purchaser has not received any notice of deregistration or delisting from the SEC or the NYSE and no judgment, order, ruling, decree, injunction or award of any securities commission or similar securities regulatory authority or any other Governmental Authority, or of the NYSE, preventing or suspending trading in any securities of Purchaser has been issued and no proceedings for such purpose are, to Purchaser’s knowledge, pending, contemplated or threatened. Purchaser has taken no action that is designed to terminate the registration of the Purchaser Common Stock under the Exchange Act or the listing of the Purchaser Common Stock on the NYSE.
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