Xxxxxxxx-Xxxxx Section 404 Compliance. Following the Separation, each party hereto shall continue to provide access to the other party hereto on a timely basis to all Information reasonably required to meet its schedule for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder (such assessments and audit being referred to as the “Internal Control Audit and Management Assessments”). Without limiting the generality of the foregoing, each party hereto will provide all required financial and other Information with respect to itself and members of its Group (including access to personnel and Records) to the other party’s auditors and management in a sufficient and reasonable time and in sufficient detail to permit such other party’s auditors and management to complete the Internal Control Audit and Management Assessments.
Xxxxxxxx-Xxxxx Section 404 Compliance. Following the Distribution, Distributing shall continue to provide access to the applicable members of the Publishing Group and, to the extent applicable as determined by Distributing’s registrant status with the SEC, Publishing shall continue to provide access to the applicable members of the Distributing Group, in each case, on a timely basis to all Information reasonably required to meet each such member’s schedule for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Group, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder (such assessments and audit being referred to as the “Internal Control Audit and Management Assessments”). Without limiting the generality of the foregoing, Distributing and, to the extent applicable as determined by Distributing’s registrant status with the SEC, Publishing will provide all required financial and other Information with respect to itself and members of its respective Group (including access to personnel and Records) to the auditors and management of the applicable members of the other Group in a sufficient and reasonable time and in sufficient detail to permit such auditors and management to complete the Internal Control Audit and Management Assessments.
Xxxxxxxx-Xxxxx Section 404 Compliance. Following the Separation, New Viacom shall continue to provide to CBS all Information reasonably required to meet the schedule set forth in Schedule 4.02 for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder (such assessments and audit being referred to as the “2005 Internal Control Audit and Management Assessments”). Without limiting the generality of the foregoing, New Viacom will provide all required financial and other Information with respect to the members of the New Viacom Group to the New Viacom Auditors in a sufficient and reasonable time and in sufficient detail to permit the CBS Auditors and CBS’s management to complete the 2005 Internal Control Audit and Management Assessments.
