Common use of Internal Controls; Xxxxxxxx-Xxxxx Act; Improper Payments Clause in Contracts

Internal Controls; Xxxxxxxx-Xxxxx Act; Improper Payments. (a) The Parent and the Parent Subsidiaries have designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Since January 1, 2011, (A) Parent has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Parent 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’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure, (B) to the knowledge of Parent, such disclosure controls and procedures are effective in timely alerting the principal executive officer and principal financial officer of Parent to material information required to be included in Parent’s periodic reports required under the Exchange Act and (C) to the knowledge of Parent, the principal executive officer and principal financial officer of Parent have disclosed to Parent’s auditors and the audit committee of the Parent Board of Directors (and made summaries of such disclosures available to the Company) (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other individuals who have a significant role in Parent’s internal controls over financial reporting. Since January 1, 2011, neither the Parent nor any Parent Subsidiary has made any prohibited loans to any director or executive officer of the Parent (as defined in Rule 3b-7 promulgated under the Exchange Act).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omega Healthcare Investors Inc)

AutoNDA by SimpleDocs

Internal Controls; Xxxxxxxx-Xxxxx Act; Improper Payments. (a) The Parent Company and the Parent Company Subsidiaries have designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences differences, and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Since January 1March 18, 20112013, (A) Parent has the Company have designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Parent 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’s rules and forms and is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure, (B) to the knowledge of Parentthe Company, such disclosure controls and procedures are effective in timely alerting the principal executive officer and principal financial officer of Parent the Company to material information required to be included in Parentthe Company’s periodic reports required under the Exchange Act Act, and (C) to the knowledge of Parentthe Company, the principal executive officer and principal financial officer of Parent the Company have disclosed to Parentthe Company’s auditors and the audit committee of the Parent Company Board of Directors (and made summaries of such disclosures available to the CompanyParent) (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parentthe Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other individuals who have a significant role in Parentthe Company’s internal controls over financial reporting, and the Company has made available to Parent copies of any material written materials relating to the foregoing. Since January 1, 2011, neither the Parent Company nor any Parent Company Subsidiary has made any prohibited loans to any director or executive officer of the Parent Company (as defined in Rule 3b-7 promulgated under the Exchange Act).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omega Healthcare Investors Inc)

Internal Controls; Xxxxxxxx-Xxxxx Act; Improper Payments. (a) The Parent and Since January 1, 2014, the Parent Subsidiaries have Company has designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisdifferences. Since January 1, 20112014, (Ax) Parent the Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Parent 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’s rules and forms and is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure, (By) to the knowledge of Parentthe Company, such disclosure controls and procedures are effective in timely alerting the principal executive officer and principal financial officer of Parent the Company to material information required to be included in Parentthe Company’s periodic reports required under the Exchange Act Act, and (Cz) to the knowledge of Parentthe Company as of the date of this Agreement, the principal executive officer and principal financial officer of Parent the Company have disclosed to Parentthe Company’s auditors and the audit committee of the Parent Company Board of Directors (and made summaries of such disclosures available to the CompanyDLR) (1A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parentthe Company’s ability to record, process, summarize and report financial information and (2B) any fraud, whether or not material, that involves management or other individuals who have a significant role in Parentthe Company’s internal controls over financial reporting. Since January 1As of the date of this Agreement, 2011, neither the Parent nor any Parent Subsidiary has made any prohibited loans to any director or principal executive officer and principal financial officer of the Parent (Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and the regulations of the SEC promulgated thereunder, and the statements contained in all such certifications were, as defined of their respective dates made, complete and correct in Rule 3b-7 promulgated under the Exchange Act)all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dupont Fabros Technology, Inc.)

Internal Controls; Xxxxxxxx-Xxxxx Act; Improper Payments. (a) The Parent and the Parent Subsidiaries have Since January 1, 2019, Ferrari has designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) accountsdifferences. Except as set forth on Section 4.7 of the Ferrari Disclosure Letter, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Since since January 1, 20112019, (A) Parent Ferrari has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Parent Ferrari 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’s rules and forms and is accumulated and communicated to ParentFerrari’s management as appropriate to allow timely decisions regarding required disclosure, (B) to the knowledge of ParentFerrari, such disclosure controls and procedures are effective in timely alerting the principal executive officer and principal financial officer of Parent Ferrari to material information required to be included in ParentFerrari’s periodic reports required under the Exchange Act and (C) to the knowledge of ParentFerrari, as of the date of this Agreement, the principal executive officer and principal financial officer of Parent Ferrari have disclosed to ParentFerrari’s auditors and the audit committee of the Parent Ferrari Board of Directors (and made summaries of such disclosures available to the CompanyFerrari) (1x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect ParentFerrari’s ability to record, process, summarize and report financial information and (2y) any fraud, whether or not material, that involves management or other individuals who have a significant role in ParentFerrari’s internal controls over financial reporting. Since January 1As of the date of this Agreement, 2011, neither the Parent nor any Parent Subsidiary has made any prohibited loans to any director or principal executive officer and principal financial officer of Ferrari have made all certifications required by the Xxxxxxxx-Xxxxx Act and the regulations of the Parent (SEC promulgated thereunder, and the statements contained in all such certifications were, as defined of their respective dates made, complete and correct in Rule 3b-7 promulgated under the Exchange Act)all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Falcon Minerals Corp)

Internal Controls; Xxxxxxxx-Xxxxx Act; Improper Payments. (a) The Parent Company and the Parent Company Subsidiaries have designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences differences, and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Since January 1March 18, 20112013, (A) Parent has the Company have designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Parent 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’s rules and forms and is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure, (B) to the knowledge of Parentthe Company, such disclosure controls and procedures are effective in timely alerting the principal executive officer and principal financial officer of Parent the Company to material information required to be included in Parentthe Company’s periodic reports required under the Exchange Act Act, and (C) to the knowledge of Parentthe Company, the principal executive officer and principal financial officer of Parent have disclosed to Parent’s auditors and the audit committee of the Parent Board of Directors (and made summaries of such disclosures available to the Company) (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other individuals who have a significant role in Parent’s internal controls over financial reporting. Since January 1, 2011, neither the Parent nor any Parent Subsidiary has made any prohibited loans to any director or executive officer of the Parent (as defined in Rule 3b-7 promulgated under the Exchange Act).and

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aviv Reit, Inc.)

AutoNDA by SimpleDocs

Internal Controls; Xxxxxxxx-Xxxxx Act; Improper Payments. (a) The Parent and Since January 1, 2011, the Parent Subsidiaries have Company has designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisdifferences. Since January 1, 2011, (Ax) Parent the Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Parent 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’s rules and forms and is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure, (By) to the knowledge of Parentthe Company, such disclosure controls and procedures are effective in timely alerting the principal executive officer and principal financial officer of Parent the Company to material information required to be included in Parentthe Company’s periodic reports required under the Exchange Act Act, and (Cz) to the knowledge of Parentthe Company as of the date of this Agreement, the principal executive officer and principal financial officer of Parent the Company have disclosed to Parentthe Company’s auditors and the audit committee of the Parent Company Board of Directors (and made summaries of such disclosures available to the CompanyParent) (1A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parentthe Company’s ability to record, process, summarize and report financial information and (2B) any fraud, whether or not material, that involves management or other individuals who have a significant role in Parentthe Company’s internal controls over financial reporting. Since January 1As of the date of this Agreement, 2011, neither the Parent nor any Parent Subsidiary has made any prohibited loans to any director or principal executive officer and principal financial officer of the Parent (Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and the regulations of the SEC promulgated thereunder, and the statements contained in all such certifications were, as defined of their respective dates made, complete and correct in Rule 3b-7 promulgated under the Exchange Act)all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Griffin-American Healthcare REIT II, Inc.)

Internal Controls; Xxxxxxxx-Xxxxx Act; Improper Payments. (a) The Parent and the Parent Subsidiaries have Since January 1, 2014, DLR has designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisdifferences. Since January 1, 20112014, (Ax) Parent DLR has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Parent DLR 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’s rules and forms and is accumulated and communicated to ParentDLR’s management as appropriate to allow timely decisions regarding required disclosure, (By) to the knowledge of ParentDLR, such disclosure controls and procedures are effective in timely alerting the principal executive officer and principal financial officer of Parent DLR to material information required to be included in ParentDLR’s periodic reports required under the Exchange Act and (Cz) to the knowledge of ParentDLR as of the date of this Agreement, the principal executive officer and principal financial officer of Parent DLR have disclosed to ParentDLR’s auditors and the audit committee of the Parent DLR Board of Directors (and made summaries of such disclosures available to the Company) (1A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect ParentDLR’s ability to record, process, summarize and report financial information and (2B) any fraud, whether or not material, that involves management or other individuals employees who have a significant role in ParentDLR’s internal controls over financial reporting. Since January 1As of the date of this Agreement, 2011, neither the Parent nor any Parent Subsidiary has made any prohibited loans to any director or principal executive officer and principal financial officer of DLR have made all certifications required by the Xxxxxxxx-Xxxxx Act and the regulations of the Parent (SEC promulgated thereunder, and the statements contained in all such certifications were, as defined of their respective dates made, complete and correct in Rule 3b-7 promulgated under the Exchange Act)all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dupont Fabros Technology, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!