Reports; Financial Statements. (i) The Yankees Reports were filed in a timely manner and in compliance in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its 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. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on XXXXX, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.
Appears in 4 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (NYSE Euronext), Merger Agreement (NYSE Euronext)
Reports; Financial Statements. (i) The Yankees Braves Reports were filed in a timely manner and in compliance in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Braves Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein.
(ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees Braves for the fiscal year ended December 31, 2011 (the “Yankees Braves Financial Statements”) fairly presents the consolidated financial position of Yankees Braves and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Braves Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees Braves and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied during the periods involved, except as may be noted therein.
(iii) Yankees Braves is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) , including Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither Yankees Braves nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of YankeesBraves.
(iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of YankeesBraves, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees Braves in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees Braves by others within Yankees Braves to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees Braves has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Braves Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its 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. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of YankeesBraves, Yankees Braves had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees Braves to record, process, summarize and report financial information and (B) Yankees Braves has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in YankeesBraves’s internal control over financial reporting.
(v) No attorney representing Yankees Braves or any of its Subsidiaries, whether or not employed by Yankees Braves or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees Braves evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees Braves or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act.
(vi) Since January 1, 2009, to the knowledge of YankeesBraves, no employee of Yankees Braves or any of its Subsidiaries has provided or is providing information to any law enforcement agency or other Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Yankees Braves or any of its Subsidiaries.
(vii) To the knowledge of YankeesBraves, none of the Yankees Braves Reports (other than confidential treatment requests) is the subject of ongoing SEC review (other than confidential treatment requests)review. To the extent not available on XXXXX, Yankees Braves has made available to Braves Yankees true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Braves Reports and all written responses of Yankees Braves thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees ReportBraves Reports other than confidential treatment requests. To the knowledge of YankeesBraves, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of YankeesBraves.
Appears in 4 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (NYSE Euronext), Merger Agreement (NYSE Euronext)
Reports; Financial Statements. (i) The Yankees Reports were filed in a timely manner and in compliance in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as common stock of the date Corporation is registered under Section 12(b) or (g) of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein.
(ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein.
(iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “"Exchange Act”) including Sections 13(k)(2") and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither Yankees nor any of Corporation is in full compliance with its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees.
(iv) The disclosure controls reporting and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of filing obligations under the Exchange Act) . The Corporation has delivered to Purchaser its Annual Reports to shareholders and its reports on Form 10K for its last two fiscal years and all of Yankeesits quarterly reports to shareholders, as required by Rules 13a-15(a) quarterly reports on Form 10Q, and 15d-15(a) of each other report, registration statement, definitive proxy statement or other document filed with the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits S.E.C. under the Exchange Act is made known since December 31, 1998 (collectively, the "SEC Reports"). All documents required to be filed as exhibits the chief executive officer and SEC Reports have been filed. The SEC Reports do not (as of their respective dates) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under statements therein, in the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness light of the disclosure controls circumstances under which they were made, not misleading. The audited and procedures unaudited financial statements of the Corporation included in the SEC Reports (the "Financial Statements") are complete as of their respective dates and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as stated in such Financial Statements or the notes thereto) and fairly present the financial position of the Corporation and its consolidated subsidiaries as of the end dates thereof and the results of their operations and changes in financial position for the periods then ended. Except as publicly disclosed by the Corporation in the SEC Reports or otherwise, since December 31, 1998, there has been no material adverse change in the business, financial condition, or results of operations of the period covered by such report or amendment based on such evaluation. Based on Corporation and its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreementsubsidiaries taken together, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses and except as disclosed in the design SEC Reports there is no existing condition, event or operation series of its internal control over financial reporting that would events which can reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over material adverse effect on the business, financial reporting.
(v) No attorney representing Yankees condition or any results of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 operations of the Xxxxxxxx-Xxxxx Act.
(vi) Since January 1Corporation and its subsidiaries taken together, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Yankees or any of Corporation's ability to perform its Subsidiaries.
(vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on XXXXX, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of obligations under this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.
Appears in 1 contract
Samples: Common Stock and Warrants Purchase Agreement (Ramtron International Corp)
Reports; Financial Statements. (ia) The Yankees Reports were filed in a timely manner and in compliance in As of the respective dates of their filing with the Commission, all material respects with all applicable Laws reports, registration statements and other requirements applicable filings, together with any amendments thereto. As of their respective dates , filed by the Company with the Commission since January 1, 2000 (or if amended prior to the date hereof, as of the date of such amendment"SEC REPORTS"), the Yankees Reports complied in all material respects with the applicable requirements under applicable Law regarding the accuracy and completeness of the disclosures contained Securities Act, the Exchange Act, and the rules and regulations of the Commission promulgated thereunder. The SEC Reports did not at the time they were filed with the Commission contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(iib) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees the Company and its Subsidiaries (balance sheet and statements of operations, cash flow and stockholders' equity, together with the notes thereto) for the fiscal year ended December 31, 2011 2002 which contains the unqualified report of PricewaterhouseCoopers LLP (the “Yankees "AUDITED FINANCIAL STATEMENTS") and the unaudited consolidated financial statements of the Company and its Subsidiaries (balance sheet and statements of operations) for the fiscal quarter ended September 30, 2003 (the "UNAUDITED FINANCIAL STATEMENTS" and, together with the Audited Financial Statements”, the "FINANCIAL STATEMENTS") set forth in the SEC Reports are complete and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other, except that the Unaudited Financial Statements do not contain footnotes or normal year-end adjustments. The Financial Statements fairly presents present in all material respects the consolidated financial position condition, operating results and cash flows of Yankees the Company and its Subsidiaries as of its datethe respective dates and for the respective periods indicated in accordance with GAAP, and except that the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Unaudited Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted thereindo not contain footnotes or normal year-end adjustments.
(iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees.
(iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its 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. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting.
(v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act.
(vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Yankees or any of its Subsidiaries.
(vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on XXXXX, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.
Appears in 1 contract
Samples: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Reports; Financial Statements. (ia) Except as set forth in SECTION 4.07(A) of the Company Disclosure Schedule, since its incorporation, the Company has filed all forms, reports, statements and other documents required to be filed with all applicable federal or state regulatory authorities (all such forms, reports, statements and other documents, including any amendment thereto, being collectively referred to as the "COMPANY REPORTS"), other than those forms, reports, statements or other documents, the failure of which to file has not had, and will not have, individually or in the aggregate, a Company Material Adverse Effect. The Yankees Company Reports were filed in a timely manner and in compliance prepared in all material respects in accordance with all the requirements of applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained thereinLaw.
(iib) The consolidated audited balance sheet (including sheets of the related notes Company as of December 31, 1996 and schedules) included December 31, 1995 and the statements of income, changes in stockholders' equity and cash flows for each of the fiscal years in the audited consolidated financial statements three-year period ended on December 31, 1996, including any notes thereto (the "COMPANY FINANCIAL STATEMENTS"), are attached as SECTION 4.07(B) of Yankees the Company Disclosure Schedule. The Company Financial Statements for the fiscal years ended December 31, 1996 and December 31, 1995 have been audited by Ernst & Young LLP, certified public accountants. The Company Financial Statements for the year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date1994 have been audited by Xxxx, and the consolidated statements of incomeXxxxx & Xxxx, equity, and cash flows and of changes in financial position included in the Yankees certified public accountants. The Company Financial Statements (including any related notes and schedulesi) fairly present the results of operations, equity, cash flows and changes have been prepared in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during on a consistent basis throughout the periods involved, involved (except to the extent required by changes in GAAP or as may be noted thereinpermitted by GAAP and indicated in the notes thereto), and (ii) present fairly, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operation and cash flows for the periods indicated.
(iiic) Yankees is The unaudited balance sheet and statements of income, changes in compliance stockholders' equity and cash flows of the Company as of and for the nine months ended September 30, 1997 attached as SECTION 4.07(C) of the Company Disclosure Schedule (such financial statements being referred to as the "INTERIM FINANCIAL STATEMENTS"), (i) have been prepared in accordance with GAAP applied on a consistent basis with past practice (except for the absence of footnotes to the Interim Financial Statements and appropriate year-end adjustments (none of which would be material) and other presentation items), and (ii) present fairly, in all material respects with (A) respects, the applicable provisions financial position of the Xxxxxxxx-Company as of September 30, 1997 and its results of operations and cash flows for the nine months ended September 30, 1997.
(d) Except as and to the extent reflected or reserved in the balance sheet of the Company as of September 30, 1997, attached as SECTION 4.07(C) of the Company Disclosure Schedule (the "INTERIM BALANCE SHEET"), the Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company, prepared in accordance with GAAP consistent with past practice, except for liabilities or obligations incurred in the ordinary course of business since September 30, 1997, none of which have resulted or will result in a Company Material Adverse Effect.
(e) The reserves for workers' compensation and health care costs, including amounts for incurred but not reported claims, reflected on the audited balance sheets included in the Company Financial Statements and the Interim Balance Sheet are adequate and appropriate and have been accrued in accordance with generally accepted accounting principles. The Company has not received any report (including, without limitation, a report from any actuary, insurance company or accountant) which suggests that any of the reserves reflected on the Interim Balance Sheet may be inadequate in any material respect.
(f) Ernst & Young LLP and Xxxx, Xxxxx & Xxxx, the accountants who have audited the Company Financial Statements, are independent accountants within the meaning of the Securities Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees.
(iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its 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. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting.
(v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act.
(vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Yankees or any of its Subsidiaries.
(vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on XXXXX, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.
Appears in 1 contract
Samples: Merger Agreement (Vincam Group Inc)