Management Controls. (a) Continental has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by Continental under the BCSA is recorded, processed, summarized and reported within the time periods specified in the BCSA. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Continental under the BCSA is accumulated and communicated to the management of Continental, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Such disclosure controls and procedures are effective in alerting the chief executive officer and chief financial officer of Continental in a timely manner to material information required to be disclosed by Continental under the BCSA. (b) There is currently no effect, event, occurrence or state of facts that would, or would reasonably be expected to, prevent the chief executive officer and/or the chief financial officer from properly providing the certifications required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings with respect to Continental's filings for its fiscal year ended December 31, 2010 if the Arrangement does not complete. (c) Neither Continental nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract (including any contract or arrangements relating to any transaction or relationship between or among Continental and any of its Subsidiaries, 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", where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Continental or any of its Subsidiaries in Continental's published financial statements. (d) Continental has devised and maintains internal control over financial reporting adequate to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles and includes policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Continental and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian generally accepted accounting principles, and that receipts and expenditures of Continental and its Subsidiaries are being made only in accordance with authorizations of management and directors of Continental and its Subsidiaries; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Continental or its Subsidiaries that could have a material effect on Continental's financial statements. (e) To the knowledge of Continental, prior to the date of this Agreement, (i) there are no significant deficiencies in the design or operation of, or material weakness in, the internal controls over financial reporting of Continental that are reasonably likely to adversely affect the ability of Continental to record, process, summarize and report financial information following completion of the Arrangement, and (ii) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Continental. (f) Since January 1, 2007, neither Continental nor any of its Subsidiaries nor, to the knowledge of Continental, any director, officer, employee, auditor, accountant or representative of Continental or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Continental or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Continental or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the board of directors of Continental.
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Management Controls. (a) Continental has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by Continental under the BCSA is recorded, processed, summarized and reported within the time periods specified in the BCSA. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Continental under the BCSA is accumulated and communicated to the management of Continental, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Such disclosure controls and procedures are effective in alerting the chief executive officer and chief financial officer of Continental in a timely manner to material information required to be disclosed by Continental under the BCSA.
(b) There is currently no effect, event, occurrence or state of facts that would, or would reasonably be expected to, prevent the chief executive officer and/or the chief financial officer from properly providing the certifications required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' ’ Annual and Interim Filings with respect to Continental's ’s filings for its fiscal year ended December 31, 2010 if the Arrangement does not complete.
(c) Neither Continental nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract (including any contract or arrangements relating to any transaction or relationship between or among Continental and any of its Subsidiaries, 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"”, where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Continental or any of its Subsidiaries in Continental's ’s published financial statements.
(d) Continental has devised and maintains internal control over financial reporting adequate to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles and includes policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Continental and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian generally accepted accounting principles, and that receipts and expenditures of Continental and its Subsidiaries are being made only in accordance with authorizations of management and directors of Continental and its Subsidiaries; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Continental or its Subsidiaries that could have a material effect on Continental's ’s financial statements.
(e) To the knowledge of Continental, prior to the date of this Agreement, (i) there are no significant deficiencies in the design or operation of, or material weakness in, the internal controls over financial reporting of Continental that are reasonably likely to adversely affect the ability of Continental to record, process, summarize and report financial information following completion of the Arrangement, and (ii) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Continental.
(f) Since January 1, 2007, neither Continental nor any of its Subsidiaries nor, to the knowledge of Continental, any director, officer, employee, auditor, accountant or representative of Continental or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Continental or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Continental or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the board of directors of Continental.
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