Common use of Internal Accounting and Disclosure Controls Clause in Contracts

Internal Accounting and Disclosure Controls. Except as described in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1▇▇▇ ▇▇▇) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 5 contracts

Sources: Securities Purchase Agreement (Electro Optical Sciences Inc /Ny), Securities Purchase Agreement (Electro Optical Sciences Inc /Ny), Securities Purchase Agreement (Electro Optical Sciences Inc /Ny)

Internal Accounting and Disclosure Controls. Except as described in the SEC Documents, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in the SEC DocumentsSchedule 3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 promulgated under the 1▇▇▇ ▇▇▇) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Minrad International, Inc.), Securities Purchase Agreement (Kimberlin Kevin), Securities Purchase Agreement (Minrad International, Inc.)

Internal Accounting and Disclosure Controls. Except as described set forth in the SEC Documents, the Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 13a-15 under the 1▇▇▇ ▇▇▇) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Company has implemented a plan to address the material weaknesses in its internal controls over financial reporting identified by the Company’s accountants and has taken such steps as are commercially reasonable to address such material weaknesses.

Appears in 3 contracts

Sources: Exchange Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.), Exchange Agreement (Bonds.com Group, Inc.)

Internal Accounting and Disclosure Controls. Except as described in the SEC Documents, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except Other than as disclosed described in the SEC DocumentsAnnual Report on Form 10-KSB filed with the Commission for the fiscal year ended December 31, 2005, the Company maintains does not currently maintain disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1▇▇▇ ▇▇▇Exchange Act) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC Commission, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Specifically, the independent auditors for the Company identified deficiencies in the Company’s controls related to valuation and recording of fixed assets.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Earth Biofuels Inc), Securities Purchase Agreement (Earth Biofuels Inc), Securities Purchase Agreement (Earth Biofuels Inc)

Internal Accounting and Disclosure Controls. Except as described Subject to the disclosures contained in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed Subject to the disclosures contained in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1▇▇▇ ▇▇▇) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Neomagic Corp), Stock Purchase Agreement (Neomagic Corp)

Internal Accounting and Disclosure Controls. Except as described in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1▇▇▇ ▇▇▇Exchange Act) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 2 contracts

Sources: Private Placement Agreement, Private Placement Agreement (Sunpower Corp)

Internal Accounting and Disclosure Controls. Except as described in the SEC Documents, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles the US GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except Other than as disclosed in the Company’s Form 20-F filed with the SEC Documentson April 22, 2015, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 13a-15 under the 1▇▇▇ ▇▇▇) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 1 contract

Sources: Securities Purchase Agreement (eHi Car Services LTD)

Internal Accounting and Disclosure Controls. Except as described in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1▇▇▇ ▇▇▇Exchange Act) that are effective in ensuring that and are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 1 contract

Sources: Common Stock Purchase Agreement (Thomas Properties Group Inc)

Internal Accounting and Disclosure Controls. Except as described in the SEC Documents, the Issuer and each other Group Company maintains maintain a system of internal control and accounting controls sufficient to provide reasonable assurance that assurances that: (i) transactions are executed in accordance with management’s general or specific authorizationsauthorisations and in compliance with applicable laws, rules and regulations (including without limitation the Listing Rules); (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles IFRS and to maintain asset and liability accountability, ; (iii) access to material assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and authorisation; (iv) the recorded accountability for material assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencedifferences; and (v) each of the Issuer and each other Group Company has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of such entity and provide a sufficient basis for the preparation of the Issuer’s consolidated financial statements in accordance with IFRS. Except as disclosed in the SEC Documents, the Company The Issuer maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1▇▇▇ ▇▇▇Exchange Act) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company Issuer in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized summarised and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company Issuer in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the CompanyIssuer’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.;

Appears in 1 contract

Sources: Subscription Agreement (CHINA METRO-RURAL HOLDINGS LTD)

Internal Accounting and Disclosure Controls. Except as described Subject to the disclosures contained in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed Subject to the disclosures contained in the SEC DocumentsDocuments , the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1▇▇▇ ▇▇▇) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 1 contract

Sources: Stock Purchase Agreement (Neomagic Corp)

Internal Accounting and Disclosure Controls. Except as described in for the SEC DocumentsSection 404 Deficiency, the Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in the SEC Documents, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1▇▇▇ ▇▇▇) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 1 contract

Sources: Securities Purchase Agreement (Touchstone Resources Usa, Inc.)

Internal Accounting and Disclosure Controls. Except as described in the SEC Documents, the Company maintains The Borrower and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (ia) transactions are executed in accordance with management’s general or specific authorizations, ; (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, ; (iiic) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization; and (ivd) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in the SEC Documents, the Company The Borrower maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 13a-15 under the 1▇▇▇ ▇▇▇Exchange Act) that are effective in ensuring that are designed at the reasonable assurance level to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the CompanyBorrower’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 1 contract

Sources: Loan Agreement (Clean Energy Fuels Corp.)

Internal Accounting and Disclosure Controls. Except as described in the SEC Documents, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and {AJF/SWJ/019170-000001/00939534} liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in the SEC Documents, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 13a-15 under the 1▇▇▇ ▇▇▇) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Appears in 1 contract

Sources: Securities Purchase Agreement (Adcare Health Systems Inc)

Internal Accounting and Disclosure Controls. Except as described in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1▇▇▇ ▇▇▇Exchange Act) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 1 contract

Sources: Private Placement Agreement (Sunpower Corp)

Internal Accounting and Disclosure Controls. Except as described Subject to the disclosures contained in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed Subject to the disclosures contained in the SEC DocumentsDocuments , the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1▇▇▇ ▇▇▇) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.

Appears in 1 contract

Sources: Stock Purchase Agreement (Neomagic Corp)

Internal Accounting and Disclosure Controls. Except as described disclosed in the SEC DocumentsPublic Reports, the Company Borrower maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in the SEC DocumentsPublic Reports, the Company Borrower maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 13a-15 under the 1▇▇▇ ▇▇▇) that are effective in ensuring that are designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is accumulated and communicated to the CompanyBorrower’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as disclosed in the Public Reports, during the twelve months prior to the date hereof the Borrower has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the Borrower.

Appears in 1 contract

Sources: Note Purchase Agreement (Blue Calypso, Inc.)