Internal Controls and Procedures. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (EQT Corp), Merger Agreement (Equitrans Midstream Corp)
Internal Controls and Procedures. Parent The Company has established and maintains maintains, and at all times since January 1, 2023 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act. Management of Parent has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31Since January 1, 2023, the Company’s principal executive officer and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over principal financial reporting prior officer have disclosed to the date hereof, management of Parent has disclosed to ParentCompany’s auditors and the audit committee of the Company Board of Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to Parent Board prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 1, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to 2023 through the date hereof, neither the Company nor any Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Heliogen, Inc.), Merger Agreement (Zeo Energy Corp.)
Internal Controls and Procedures. Parent (a) The Company has established designed and maintains maintained “disclosure controls and procedures procedures” and “internal control controls over financial reporting reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct and as reasonably necessary to permit preparation of financial statements in conformity with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Parent as appropriate Company’s principal executive officer and principal financial officer by others in the Company or its Subsidiaries to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent .
(b) The Company has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31disclosed, 2023, and such assessment concluded that such controls were effective. Based based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has disclosed to Parentthe Company’s outside auditors and the audit committee of the Parent Company Board (and made summaries of such disclosure available to Parent): (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect Parentthe Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control controls over financial reporting, . Each of the Company and each its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud.
(c) Each of the principal executive officer and fraud so disclosed to auditorsthe principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, if any, as applicable) has been disclosed made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3.6(c) “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder. Neither the Company nor any of its Subsidiaries has any outstanding “extensions of credit” or has arranged any outstanding “extensions of credit” to directors or executive officers in violation of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder.
(d) Except for matters resolved prior to the date hereof, since October 1, 2012, (i) none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, employees, auditors, accountants or other Representatives 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 the Company, its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the chief executive officer or general counsel of the Company in accordance with Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder.
Appears in 2 contracts
Sources: Merger Agreement (MWI Veterinary Supply, Inc.), Merger Agreement (Amerisourcebergen Corp)
Internal Controls and Procedures. Parent has established and maintains maintains, and at all times since January 31, 2019 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment of the effectiveness of Since January 31, 2019, Parent’s internal control over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the Parent Board material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to 2019 through the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.
Appears in 2 contracts
Sources: Merger Agreement (Zoom Video Communications, Inc.), Merger Agreement
Internal Controls and Procedures. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of for the year ended December 31, 20232011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has disclosed to Parent’s auditors and the audit committee of the Board of Directors of Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (Plains Exploration & Production Co), Merger Agreement (Freeport McMoran Copper & Gold Inc)
Internal Controls and Procedures. Parent The Company has established and maintains maintains, and at all times since January 1, 2016 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act. Management of Parent has completed an assessment of Since January 1, 2016, the effectiveness of ParentCompany’s internal control over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior officer have disclosed to the date hereof, management of Parent has disclosed to ParentCompany’s auditors and the audit committee of the Company Board of Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to Parent Board prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 1, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to 2016 through the date hereof, neither the Company nor any Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls.
Appears in 2 contracts
Sources: Merger Agreement (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Internal Controls and Procedures. Parent Hurricane has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to Hurricane and its Subsidiaries and as otherwise as required by Rule 13a-15 under the Exchange Act. Parent’s Hurricane's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent Hurricane in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Hurricane's management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"). Management Hurricane, each Hurricane Subsidiary and each of Parent has completed an assessment of the effectiveness of Parent’s internal control over financial reporting their respective officers and directors in their capacities as such are in material compliance with, and, since December 31, 2014, have materially complied with the requirements applicable provisions of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effectivethe Exchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, Hurricane's management of Parent has disclosed to Parent’s Hurricane's auditors and the audit committee of the Parent Hurricane Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s Hurricane's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s Hurricane's internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company Cyclone prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (Huntsman CORP), Merger Agreement (Huntsman CORP)
Internal Controls and Procedures. Parent The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”). Management of Parent has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of Since December 31, 20232013, the Company’s principal executive officer and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over principal financial reporting prior officer have disclosed to the date hereof, management of Parent has disclosed to ParentCompany’s auditors and the audit committee of the Company Board of Directors (which disclosure (if any) and significant facts learned during the preparation of such disclosure have been made available to Parent Board prior to the date hereof) (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control controls over financial reporting. Since December 31, and each such deficiency2013, weakness and fraud so disclosed to auditors, if any, has been disclosed to neither the Company prior to nor any Company Subsidiary has received any material, unresolved, written complaint, allegation, assertion or claim regarding the date hereofaccounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective internal accounting controls.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.)
Internal Controls and Procedures. Parent has established and maintains maintains, and at all times since January 1, 2023 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31Since January 1, 2023, Parent’s principal executive officer and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over principal financial reporting prior to the date hereof, management of Parent has officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the Parent Board material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 1, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to 2023 through the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.
Appears in 2 contracts
Sources: Merger Agreement (Zeo Energy Corp.), Merger Agreement (Heliogen, Inc.)
Internal Controls and Procedures. Parent (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and that (ii) all such material information is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an There were no significant deficiencies or material weaknesses identified in the management’s assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act controls as of and for the year ended December 31, 20232021 and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 (nor has any such assessment concluded that deficiency or weakness been identified since such controls were effectivedate). Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent The Company has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parentthe Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control over financial reporting, and in each such deficiencycase, weakness and fraud so disclosed to auditors, if any, has been that was disclosed to the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.
(b) The Company has complied with and is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ, and is in compliance in all material respects with all applicable rules, regulations and requirements of the SEC and with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
Appears in 2 contracts
Sources: Merger Agreement (Indivior PLC), Merger Agreement (Indivior PLC)
Internal Controls and Procedures. Parent has established and maintains maintains, and at all times since January 31, 2016 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment of the effectiveness of Since January 31, 2016, Parent’s internal control over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the Parent Board material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to 2016 through the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.
Appears in 2 contracts
Sources: Merger Agreement (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Internal Controls and Procedures. Parent NIC has established and maintains maintains, and at all times since January 1, 2019, has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of NIC’s financial reporting and the preparation of NIC’s financial statements for external purposes in accordance with GAAP. ParentNIC’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent NIC in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the NIC’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment of the effectiveness of ParentSince January 1, 2018, NIC’s internal control over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31officer, 2023, and such assessment concluded that such controls were effective. Based based on its their most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of Parent has have disclosed to ParentNIC’s auditors and the audit committee of the Parent NIC Board of Directors (the material circumstances of which disclosure (if any) and significant facts learned during the preparation of such disclosure have been made available to Tyler) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in ParentNIC’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clause (i) or (ii), and in each such deficiencycase, weakness and fraud so disclosed to auditorsthat has not been subsequently remedied. Since January 1, if any2018, neither NIC nor any NIC Subsidiary has received any material, written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of NIC or any NIC Subsidiary or their respective internal accounting controls, in each case, that has not been disclosed to the Company prior to the date hereofsubsequently resolved.
Appears in 1 contract
Sources: Merger Agreement (Nic Inc)
Internal Controls and Procedures. (a) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment Each of the effectiveness principal executive officer and the principal financial officer of Parent’s internal control over the Company (or each former principal executive officer and former principal financial reporting officer of the Company) has made all certifications required under Sections 302 and 906 of the Sarbanes Oxley Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effective. Act.
(b) Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has not disclosed to Parent’s auditors and the audit committee of the Parent Board (i) any significant deficiencies and or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud or allegations of fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company Parent prior to the date hereof.
(c) Since January 1, 2020 through the Put Option Date, none of Parent or any of its Subsidiaries has received any written material complaint, allegation, assertion or claim regarding the financial accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or any material complaint, allegation, assertion or claim from employees of Parent or any of its Subsidiaries regarding questionable financial accounting or auditing matters with respect to Parent or any of its Subsidiaries.
Appears in 1 contract
Sources: Share Purchase and Contribution Agreement (Concentrix Corp)
Internal Controls and Procedures. Parent (a) Diamond has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to Diamond and its Subsidiaries and as otherwise as required by Rule 13a-15 under the Exchange Act. ParentDiamond’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent Diamond in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Diamond’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable Diamond’s management to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Management Diamond, each Diamond Subsidiary and each of Parent has completed an assessment of the effectiveness of Parent’s internal control over financial reporting their respective officers and directors in their capacities as such are in material compliance with, and, since January 1, 2019, have materially complied with the requirements applicable provisions of Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effectivethe Exchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, Diamond’s management of Parent has disclosed to ParentDiamond’s auditors and the audit committee of the Parent Diamond Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect ParentDiamond’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in ParentDiamond’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company Seaways prior to the date hereof. Diamond has remediated any and all significant deficiencies and all material weaknesses in the design or operations of its internal control over financial reporting that were reasonably likely to adversely affect in any material respect Diamond’s ability to report financial information and were identified in Diamond’s most recent evaluation of its internal control over financial reporting.
(b) Neither Diamond nor any Diamond Subsidiary is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Diamond or a Diamond Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).
(c) Diamond has not been informed by its independent registered public accounting firm that it is required to restate, and Diamond has not restated (and does not believe it is, nor will it be, required to restate), any financial statements contained in the Diamond SEC Documents as a result of events known to Diamond as of the date hereof in a manner that would be material to the present or future financial condition of Diamond and the Diamond Subsidiaries, taken as a whole.
Appears in 1 contract
Internal Controls and Procedures. Parent has established and maintains maintains, and at all times since the Lookback Date has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment of the effectiveness of Since January 31, 2015, Parent’s internal control over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has officer have disclosed to Parent’s auditors and the audit committee of the Parent Board Parent’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control controls over financial reporting. Since the Lookback Date, and each such deficiencyneither Parent nor any Parent Subsidiary has received any material, weakness and fraud so disclosed to auditorsunresolved, if anycomplaint, has been disclosed to allegation, assertion or claim regarding the Company prior to the date hereofaccounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.
Appears in 1 contract
Internal Controls and Procedures. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of for the year ended December 31, 20232018, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent’s auditors or the Company audit committee of the Parent Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.
Appears in 1 contract
Internal Controls and Procedures. Parent has established and maintains maintains, and at all times since January 1, 2022 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment of the effectiveness of Since January 1, 2022, Parent’s internal control over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the Parent Board material circumstances of which (iif any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (a) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control over financial reportingreporting and (c) any written claim or allegation regarding clause (a) or (b). Since January 1, and each such deficiency2022, weakness and fraud so disclosed to auditorsneither Parent nor any Parent Subsidiary has received any material, if anyunresolved complaint, has been disclosed to allegation, assertion or claim regarding the Company prior to the date hereofaccounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.
Appears in 1 contract
Internal Controls and Procedures. Parent The Company has established and maintains maintains, and at all times since January 1, 2016 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act. Management of Parent has completed an assessment of Since January 1, 2016, the effectiveness of ParentCompany’s internal control over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior officer have disclosed to the date hereof, management of Parent has disclosed to ParentCompany’s auditors and the audit committee of the Company Board of Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to Parent Board prior to the date hereof)
(i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 1, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to 2016 through the date hereof, neither the Company nor any Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls.
Appears in 1 contract
Sources: Merger Agreement
Internal Controls and Procedures. Parent has established and maintains maintains, and at all times since January 1, 2022 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment of the effectiveness of Since January 1, 2022, Parent’s internal control over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the Parent Board material circumstances of which (iif any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (a) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control over financial reportingreporting and (c) any written claim or allegation regarding clause (a) or (b). Since January 1, and each such deficiency2022, weakness and fraud so disclosed to auditorsneither Parent nor any Parent Subsidiary has received any material, if anyunresolved complaint, has been disclosed to allegation, assertion or claim regarding the Company prior to the date hereofaccounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.
Appears in 1 contract
Internal Controls and Procedures. Parent has established and maintains maintains, and at all times since January 31, 2017 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment of the effectiveness of Since January 31, 2017, Parent’s internal control over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the Parent Board material circumstances of which (iif any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (a) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control controls over financial reportingreporting and (c) any written claim or allegation regarding clause (a) or (b). Since January 31, and each such deficiency2017, weakness and fraud so disclosed to auditorsneither Parent nor any Parent Subsidiary has received any material, if anyunresolved complaint, has been disclosed to allegation, assertion or claim regarding the Company prior to the date hereofaccounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.
Appears in 1 contract
Internal Controls and Procedures. Parent NIC has established and maintains maintains, and at all times since January 1, 2019, has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of NIC’s financial reporting and the preparation of NIC’s financial statements for external purposes in accordance with GAAP. ParentNIC’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent NIC in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the NIC’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Management of Parent has completed an assessment of the effectiveness of ParentSince January 1, 2018, NIC’s internal control over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31officer, 2023, and such assessment concluded that such controls were effective. Based based on its their most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of Parent has have disclosed to ParentNIC’s auditors and the audit committee of the Parent NIC Board of Directors (the material circumstances of which disclosure (if any) and significant facts learned during the preparation of such disclosure have been made available to Tyler)
(i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to recordreporting, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in ParentNIC’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clause (i) or (ii), and in each such deficiencycase, weakness and fraud so disclosed to auditorsthat has not been subsequently remedied. Since January 1, if any2018, neither NIC nor any NIC Subsidiary has received any material, written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of NIC or any NIC Subsidiary or their respective internal accounting controls, in each case, that has not been disclosed to the Company prior to the date hereofsubsequently resolved.
Appears in 1 contract