Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: # transactions are executed in accordance with management’s general or specific authorizations, # transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, # access to assets is permitted only in accordance with management’s general or specific authorization, and # the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.
Disclosure Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that # transactions are executed in accordance with management’s general or specific authorizations; # transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; # access to assets is permitted only in accordance with management’s general or specific authorization; and # the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company is not aware of any material weaknesses in its internal control over financial reporting (other than as set forth in the Registration Statement or the Prospectus). Since the date of the latest audited financial statements of the Company included in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (other than as set forth in the Registration Statement or the Prospectus). The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) that comply with the requirements of the Exchange Act. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the most recent Evaluation Date, and the “disclosure controls and procedures” are effective.
BRPA has established and maintained a system of internal accounting controls. To BRPA’s knowledge, such internal accounting controls are effective and sufficient to provide reasonable assurance regarding the reliability of BRPA’s financial reporting and the preparation of the BRPA Financial Statements for external purposes in accordance with U.S. GAAP.
Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting
Controls. The Company has established and maintained a system of internal accounting controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company Financial Statements for external purposes in accordance with U.S. GAAP.
Disclosure Controls and Procedures. The Company Group has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company Group is made known to the chief executive officer and chief financial officer of the Parent by others within the Company Group, and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established; the Company Group’s auditors and the Audit Committee of the Board of Directors of the Parent have been advised of: # any identified significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Company Group’s ability to record, process, summarize, and report financial data; and # any identified fraud, whether or not material, that involves management or other employees who have a role in the Company Group’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
Accounting. Except as provided to the contrary herein, all accounting terms used in the calculation of any financial covenant or test shall be interpreted and all accounting determinations hereunder in the calculation of any financial covenant or test shall be made in accordance with Agreement Accounting Principles. If, subsequent to the Restatement Effective Date, any changes in generally accepted accounting principles as in effect in the United States of America are required or permitted and are adopted by or any of its Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants set forth in Section 7.4 or any other financial test set forth in this Agreement or in the related definitions or terms used therein (Accounting Changes), the parties hereto agree, at s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating s and its Subsidiaries financial condition shall be the same after such changes as if such changes had not been made; provided, however, that until such provisions are amended in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles in connection with the financial covenants set forth in Section 7.4 and each other financial test set forth in this Agreement shall mean generally accepted accounting principles as in effect in the United States of America as of the Restatement Effective Date but giving effect to the relevant Accounting Changes, subject to further modification in accordance with this Section 10.3. Notwithstanding any other provision contained herein (including the definition of Agreement Accounting Principles), all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, # without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of or any Subsidiary at fair value, as defined therein, # without giving effect to any treatment of indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof and # without giving effect to any changes in GAAP resulting from implementation pursuant to the final standards for Leases (Topic 842) released on February 25, 2016 by the Financial Accounting Standards Board. For the avoidance of doubt, the foregoing statement shall apply only to treatment of financial concepts in this Agreement (including determinations of Indebtedness and the calculation of the financial covenants) and not to the manner in which prepares its financial statements (it being understood that appropriate adjustments shall be made for purposes of the Compliance Certificate or any other demonstration or determination of compliance with the applicable provisions of this Agreement).
Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with Agreement Accounting Principles, except that any calculation or determination which is to be made on a consolidated basis shall be made for [[Organization A:Organization]] and all of its Subsidiaries, including those Subsidiaries of [[Organization A:Organization]], if any, which are unconsolidated on [[Organization A:Organization]]’s audited financial statements.
maintain adequate internal controls;
Neither nor, to ’s Knowledge, any director, officer, employee, auditor, accountant or representative of has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of or its respective internal accounting controls, including any material complaint, allegation, assertion or claim that has engaged in questionable accounting or auditing practices.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.