Common use of Internal Controls Over Financial Reporting Clause in Contracts

Internal Controls Over Financial Reporting. The Company shall use its reasonable efforts to establish and maintain a system of internal controls over financial reporting as would be required to comply, or to permit the Emdeon Members or their Affiliates to comply, with Section 404 and any similar Law, in each case, with respect to the Company and its Subsidiaries. If the Company identifies a significant deficiency or material weakness as defined under Section 404 or its auditors identify a material internal control failure or system fault in accounting or record-keeping, the Company shall (i) give the Emdeon Members and the Purchaser Member prompt written notice thereof specifying in reasonable detail the material weakness, significant deficiency, internal control failure or system fault and (ii) if not corrected, shall use its good faith efforts to correct such material weakness, significant deficiency, internal control failure or system fault as expeditiously as possible. To the extent necessary for Parent’s compliance with its reporting or other obligations under the Exchange Act or Section 404, the Company shall prepare, or cause to be prepared, and shall cause its Auditors to prepare, all certifications, reports or opinions that may be required under Section 404 to the same extent that the Company would otherwise be required to prepare, file or furnish such documents were it subject to the provisions of Section 404 as a publicly reporting company.