Material Weakness Clause Samples
A Material Weakness clause defines a significant deficiency in a company’s internal controls over financial reporting that could result in a material misstatement of its financial statements. In practice, this clause typically outlines the criteria for identifying such weaknesses, the process for reporting them, and the obligations of the parties to address and remediate the issue. Its core function is to ensure transparency and accountability in financial reporting, helping to prevent or quickly correct errors or fraud that could impact stakeholders’ trust and the company’s compliance with regulatory requirements.
Material Weakness. “Material Weakness” shall have the same meaning ascribed by the American Institute of Certified Public Accountants, meaning a reportable condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions.
Material Weakness. Since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in design or operation of the Company’s internal control over financial reporting (whether or not remediated) which are not reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting.
Material Weakness. 3.6(g) Merger.................................................................................................1.1
Material Weakness. A deficiency, or combi nation of deficiencies, in internal control, such that there is a reasonab le possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. (to be submitted by any agency not submitting an A-133 Audit) I hereby certify that (name of agency) did not receive ov er $500,000 in federal f unds during FY and therefore is not required to receive an A-133 Audit. Signature Date Typed Name of Agency Official (to be submitted by any agency not submitting a communication of Internal Control Deficiencies) ` I hereby certify that (name of agency) did not receive a Communication of Internal Control Deficiencies as a part of the FY audit. Signature Date Typed Name of Agency Official (to be submitted by any agency not submitting management advisory letter and Board response) I hereby certify that (name of agency) did not receive a management advisory letter as a part of the FY audit. Signature Date Typed Name of Agency Official
Material Weakness. The Company shall use commercially reasonable efforts to resolve the material weaknesses identified in the Company’s Form 10-K filed with the Commission on December 12, 2005.
Material Weakness. In determining whether the RSUs have been earned based upon the Performance Targets, the Committee shall consider the effects of the following items, to the extent identified in the audited financial statements of the Company as of and for the fiscal years ended and final fiscal quarter ended during the Retirement Performance Period, or in the Management Discussion and Analysis section of the Company’s annual reports made available to its stockholders during the Retirement Performance Period: (i) extraordinary, unusual or nonrecurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting principles, regulations or laws or (iv) mergers or acquisitions. A “Qualifying Retirement” means a voluntary Termination of Services by the Participant on or after the date the Participant reaches the age of 62, and provided that (A) the Participant has provided at least five (5) years of full-time equivalent services to the Company or a Subsidiary through the date of such Termination of Services; (B) the Participant covenants that the Participant shall not engage in any full-time employment with any entity thereafter (although Participant shall be entitled to engage in part-time employment, including services as a member of a board of directors or similar body, with an entity that does not compete with the Company or any Subsidiary) unless such employment has been approved in writing by the Chair of the Committee; (C) the Participant executes a general release and waiver of claims against the Company at the time of such Termination of Services; and (D) the Participant executes a confidentiality, non-solicitation, and non- competition agreement with the Company at the time of such Termination of Service. Consistent with Section 5.2 of the Plan, any question regarding whether a voluntary Termination of Service constitutes a Qualifying Retirement shall be determined by the Committee and the decision of the Committee shall be final and binding upon the Participant.