Common use of Controls and Procedures Clause in Contracts

Controls and Procedures. (a) Each of the principal executive officer and the principal financial officer of the Company and the MLP, as applicable (or each former principal executive officer and former principal financial officer of the Company and the MLP, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents and the MLP SEC Documents, as applicable. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the Company and the MLP has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by the Company and the MLP, as applicable, in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the Company’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls over financial reporting (any such disclosures referred to in clauses (ii) or (iii), the “Section 3.10(b) Disclosures”). The Company has provided to Parent true and correct copies of any Section 3.10(b) Disclosures to the auditors or audit committee of the Company and of the MLP that have been made in writing from January 1, 2021 through the date of this Agreement. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLP’s financial statements. The Company’s management and the MLP’s management (as applicable), with the participation of the Company’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the Company’s or the MLP’s, as applicable, internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2022, and such assessment concluded that such internal controls were effective using the framework specified in the Company 10-K or the MLP 10-K, as applicable. (d) No personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 2021. (e) Since January 1, 2021, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, “knowledge” means, with respect to the Company or Parent, the actual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Appears in 3 contracts

Sources: Merger Agreement (Hess Corp), Merger Agreement (Hess Corp), Merger Agreement (Chevron Corp)

Controls and Procedures. (a) Each of the principal executive officer and the principal financial officer of the Company and the MLP, as applicable Parent (or each former principal executive officer and former principal financial officer of the Company and the MLPParent, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents and the MLP Parent SEC Documents, as applicable. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the Company and the MLP Parent has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by the Company and the MLP, as applicable, Parent in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the CompanyParent’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls over financial reporting (any such disclosures referred to in clauses (ii) or (iii), the “Section 3.10(b) Disclosures”)reporting. The Company Parent has provided to Parent the Company true and correct copies of any Section 3.10(b) Disclosures of the foregoing disclosures to the auditors or audit committee of the Company and of the MLP Parent that have been made in writing from January 1, 2021 through the date of this Agreement, and will promptly provide to the Company true and correct copies of any such disclosure that is made after the date of this Agreement. (c) The Company Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLPParent’s financial statements. The CompanyParent’s management and the MLP’s management (as applicable)management, with the participation of the CompanyParent’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the CompanyParent’s or the MLP’s, as applicable, internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2022, and such assessment concluded that such internal controls were effective using the framework specified in the Company Parent 10-K or the MLP 10-K, as applicable.K. (d) No personal loan or other extension of credit by the Company Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 2021. (e) Since January 1, 2021, neither the Company Parent nor any of its Subsidiaries nor, to the CompanyParent’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company Parent or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company Parent or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, “knowledge” means, with respect to the Company or Parent, the actual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Appears in 3 contracts

Sources: Merger Agreement (Hess Corp), Merger Agreement (Hess Corp), Merger Agreement (Chevron Corp)

Controls and Procedures. (a) Each of the principal executive officer and the principal financial officer of the Company and the MLP, as applicable Parent (or each former principal executive officer and former principal financial officer of the Company and the MLPParent, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents and the MLP Parent SEC Documents, as applicable. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the Company and the MLP Parent has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by the Company and the MLP, as applicable, Parent in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the CompanyParent’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls over financial reporting (any such disclosures referred to in clauses (ii) or (iii), the “Section 3.10(b) Disclosures”)controls. The Company Parent has provided to Parent the Company true and correct copies of any Section 3.10(b) Disclosures of the foregoing disclosures to the auditors or audit committee of the Company and of the MLP that have been made in writing from January 1, 2021 2017 through the date hereof, and will promptly provide to the Company true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) The Company Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLPParent’s financial statements. The CompanyParent’s management and the MLP’s management (as applicable)management, with the participation of the CompanyParent’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the CompanyParent’s or the MLP’s, as applicable, internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20222018, and such assessment concluded that such internal controls were effective using the framework specified in the Company Parent 10-K or the MLP 10-K, as applicable.K. (d) No personal loan or other extension of credit by the Company Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 20212017. (e) Since January 1, 20212017, neither the Company Parent nor any of its Subsidiaries nor, to the CompanyParent’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company Parent or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company Parent or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, “knowledge” means, with respect to the Company or Parent, the actual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Appears in 3 contracts

Sources: Merger Agreement (Anadarko Petroleum Corp), Agreement and Plan of Merger (Anadarko Petroleum Corp), Merger Agreement (Chevron Corp)

Controls and Procedures. (a) Each of the principal executive officer and the principal financial officer of the Company and the MLP, as applicable Cavalier (or each former principal executive officer and former principal financial officer of the Company and the MLPCavalier, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents and the MLP Cavalier SEC Documents, as applicable. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the Company and the MLP Cavalier has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by the Company and the MLP, as applicable, Cavalier in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the CompanyCavalier’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls over financial reporting (any such disclosures referred to in clauses (ii) or (iii), the “Section 3.10(b) Disclosures”)reporting. The Company Cavalier has provided to Parent Maverick true and correct copies of any Section 3.10(b) Disclosures of the foregoing disclosures to the auditors or audit committee of the Company and of the MLP Cavalier that have been made in writing from January 1, 2021 2023 through the date of this Agreement, and will promptly provide to Maverick true and correct copies of any such disclosure that is made after the date of this Agreement. (c) The Company Cavalier has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLPCavalier’s financial statements. The CompanyCavalier’s management and the MLP’s management (as applicable)management, with the participation of the CompanyCavalier’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the CompanyCavalier’s or the MLP’s, as applicable, internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20222024, and such assessment concluded that such internal controls were effective using the framework specified in the Company Cavalier 10-K or the MLP 10-K, as applicable.K. (d) No personal loan or other extension of credit by the Company Cavalier or any Subsidiary to any of its or their executive officers or directors has been outstanding or has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 20212023. (e) Since January 1, 20212023, neither the Company Cavalier nor any of its Subsidiaries nor, to the CompanyCavalier’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company Cavalier or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company Cavalier or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, “knowledge” means, with respect to the Company or Parent, the actual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Appears in 2 contracts

Sources: Merger Agreement (Mr. Cooper Group Inc.), Merger Agreement (Rocket Companies, Inc.)

Controls and Procedures. (a) Each of the principal executive officer and the principal financial officer of the Company and the MLP, as applicable Parent (or each former principal executive officer and former principal financial officer of the Company and the MLPParent, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents and the MLP Parent SEC Documents, as applicable. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the Company and the MLP Parent has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by the Company and the MLP, as applicable, Parent in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the CompanyParent’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls over financial reporting (any such disclosures referred to in clauses (ii) or (iii), the “Section 3.10(b) Disclosures”)controls. The Company Parent has provided to Parent the Company true and correct copies of any Section 3.10(b) Disclosures of the foregoing disclosures to the auditors or audit committee of the Company and of the MLP that have been made in writing from January 1, 2021 2018 through the date hereof, and will promptly provide to the Company true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) The Company Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLPParent’s financial statements. The CompanyParent’s management and the MLP’s management (as applicable)management, with the participation of the CompanyParent’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the CompanyParent’s or the MLP’s, as applicable, internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20222019, and such assessment concluded that such internal controls were effective using the framework specified in the Company Parent 10-K or the MLP 10-K, as applicable.K. (d) No personal loan or other extension of credit by the Company Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 20212018. (e) Since January 1, 20212018, neither the Company Parent nor any of its Subsidiaries nor, to the CompanyParent’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company Parent or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company Parent or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, “knowledge” means, with respect to the Company or Parent, the actual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Appears in 2 contracts

Sources: Merger Agreement (Noble Energy Inc), Merger Agreement (Noble Energy Inc)

Controls and Procedures. (a) Each of the principal executive officer and the principal financial officer of the Company and the MLP, as applicable (or each former principal executive officer and former principal financial officer of the Company and the MLP, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents and the MLP SEC Documents, as applicable. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the Company and the MLP has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by the Company and the MLP, as applicable, in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the Company’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls over financial reporting (any such disclosures referred to in clauses (ii) or (iii), the “Section 3.10(b) Disclosures”)controls. The Company has provided to Parent true and correct copies of any Section 3.10(b) Disclosures of the foregoing disclosures to the auditors or audit committee of the Company and of the MLP that have been made in writing from January 1, 2021 2018 through the date hereof, and will promptly provide to Parent true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLP’s financial statements. The Company’s management and the MLP’s management (as applicable), with the participation of the Company’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the Company’s or the MLP’s, as applicable, internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20222019, and such assessment concluded that such internal controls were effective using the framework specified in the Company 10-K or the MLP 10-K, as applicable. (d) No personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 20212018. (e) Since January 1, 20212018, neither the Company nor any of its Subsidiaries (including the MLP) nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, “knowledge” means, with respect to the Company or Parent, the actual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Appears in 2 contracts

Sources: Merger Agreement (Noble Energy Inc), Merger Agreement (Noble Energy Inc)

Controls and Procedures. (a) Each of the principal executive officer and the principal financial officer of the Company and the MLP, as applicable Parent (or each former principal executive officer and former principal financial officer of the Company and the MLPParent, as applicable) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-- ▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents and the MLP Parent SEC Documents, as applicable. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the Company and the MLP Parent has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by the Company and the MLP, as applicable, Parent in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the CompanyParent’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls over financial reporting (any such disclosures referred to in clauses (ii) or (iii), the “Section 3.10(b) Disclosures”)controls. The Company Parent has provided to Parent the Company true and correct copies of any Section 3.10(b) Disclosures of the foregoing disclosures to the auditors or audit committee of the Company and of the MLP that have been made in writing from January 1, 2021 2017 through the date hereof, and will promptly provide to the Company true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) The Company Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLPParent’s financial statements. The CompanyParent’s management and the MLP’s management (as applicable)management, with the participation of the CompanyParent’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the CompanyParent’s or the MLP’s, as applicable, internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20222018, and such assessment concluded that such internal controls were effective using the framework specified in the Company Parent 10-K or the MLP 10-K, as applicable.K. (d) No personal loan or other extension of credit by the Company Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 20212017. (e) Since January 1, 20212017, neither the Company Parent nor any of its Subsidiaries nor, to the CompanyParent’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company Parent or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company Parent or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, “knowledge” means, with respect to the Company or Parent, the actual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Occidental Petroleum Corp /De/)

Controls and Procedures. (a) Each of the principal executive officer and the principal financial officer of the Company and the MLP, as applicable (or each former principal executive officer and former principal financial officer of the Company and the MLPCompany, as applicable) has made all certifications required under Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company SEC Documents and the MLP SEC Documents, as applicableand Company has delivered to Parent a summary of any disclosure made by management to Company’s auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the Company and the MLP has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by the Company and the MLP, as applicable, in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the Company’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls over financial reporting (any such disclosures referred to in clauses (ii) or (iii), the “Section 3.10(b) Disclosures”)controls. The Company has provided to Parent true and correct copies of any Section 3.10(b) Disclosures of the foregoing disclosures to the auditors or audit committee of the Company and of the MLP that have been made in writing from January 1, 2021 2003 through the date hereof, and will promptly provide to Parent true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLP’s financial statements. The Company’s management and the MLP’s management (as applicable)management, with the participation of the Company’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the Company’s or the MLP’s, as applicable, internal controls over financial reporting in compliance with the requirements of Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20222004, and such assessment concluded that such internal controls were effective using the framework specified in the Company Company’s Annual Report on Form 10-K or for the MLP 10-Kfiscal year ended December 31, as applicable2004. (d) No personal loan or other extension of credit by the Company or any Company Subsidiary to any of its or their executive officers or directors has been made or modified in violation of (other than as permitted by Section 13 of the Exchange Act and Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act) since January 1July 31, 20212002. (e) Since January 1, 20212003, (i) neither the Company nor any of its the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its the Company Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company or any of its the Company Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controlscontrols and (ii) no attorney representing Company or any of the Company Subsidiaries, whether or not employed by Company or any of the Company Subsidiaries, has reported evidence of a material violation of U.S. federal or state securities Laws, a material breach of fiduciary duty or similar material violation by Company, any of the Company Subsidiaries or any of their respective officers, directors, employees or agents to any officer of Company, the Board of Directors of Company or any member or committee thereof. For purposes of this Agreement, “knowledge” means, with respect to the Company or Parent, of any Person means the actual knowledge of any individual identified officer (as an executive officer such term is defined in Rule 16a-1(f) under the Exchange Act) of such party in the Form 10-K filed most recently by such party with the SECPerson.

Appears in 1 contract

Sources: Merger Agreement (Bancwest Corp/Hi)