Common use of Accounting and Disclosure Controls Clause in Contracts

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Company and its Subsidiaries (as defined below) maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, 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 IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Agreement, the term “Subsidiaries” means Austin American Corporation (each a “Subsidiary”). Except as disclosed in the Registration Statement, the Company maintains disclosure controls and procedures that have been designed to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the The Company and its Subsidiaries (as defined below) subsidiaries maintain systems a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, 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 IFRS GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the date of the latest audited financial statements included Except as described in the Registration Statement, the Time of Sale General Disclosure Package and the Final Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness (as defined in Rule 1-02 of Regulation S-X of the Commission) in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this AgreementThe Company and its subsidiaries have established, maintained and periodically evaluate the term effectiveness of “Subsidiaries” means Austin American Corporation (each a “Subsidiary”). Except as disclosed in the Registration Statement, the Company maintains disclosure controls and procedures that have been designed to ensure that material information relating to procedures” (as defined in Rules 13a-15 and 15d-15 under the Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities1934 Act); and such disclosure controls and procedures are effectivedesigned to ensure that information required to be disclosed by the Company in the reports that it will be required to file or submit under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the The Company and its Subsidiaries (as defined below) maintain systems maintains a system of “internal control over financial reporting” reporting (as such term is defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act0000 Xxx) that comply complies with the requirements of the Exchange 1934 Act and have that has been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, generally accepted accounting principles in the United States. The Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with IFRS accounting principles generally accepted in the United States and to maintain asset accountability; accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; and , (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since , and (v) the date of the latest audited financial statements interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale General Disclosure Package and the Final ProspectusProspectus is prepared in accordance with the Commission’s rules and guidelines applicable thereto. As of the date of the most recent balance sheet of the Company reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, there has been were no change material weaknesses in the Company’s internal control over financial reporting controls, except as may be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the 0000 Xxx); and such disclosure controls and procedures (i) are designed to ensure that has materially affected, information required to be disclosed by the Company in the reports it files or submits under the 1934 Act is reasonably likely accumulated and communicated to materially affect, the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and (ii) except with respect to the material weaknesses in internal control over financial reporting. As used controls disclosed in this Agreementthe Registration Statement, the term “Subsidiaries” means Austin American Corporation (each General Disclosure Package and the Prospectus, such disclosure controls and procedures are effective at a “Subsidiary”)reasonable assurance level to perform the functions for which they were established. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the date of the most recent balance sheet of the Company maintains disclosure reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, (i) the Company has not been advised of or become aware of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company or any of its subsidiaries to record, process, summarize and procedures report financial data, or any material weaknesses in internal controls, or (B) any fraud, whether or not material, that involves management or other employees who have been designed to ensure that material information relating to a significant role in the internal controls of the Company and each of its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entitiessubsidiaries; and such disclosure (ii) there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and procedures are effectivematerial weaknesses.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the The Company and its Subsidiaries (as defined below) maintain systems maintains a system of “internal control over financial reporting” reporting (as such term is defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act1000 Xxx) that comply complies with the requirements of the Exchange 1934 Act and have that has been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, generally accepted accounting principles in the United States. The Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with IFRS accounting principles generally accepted in the United States and to maintain asset accountability; accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; and , (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since , and (v) the date of the latest audited financial statements interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale General Disclosure Package and the Final ProspectusProspectus is prepared in accordance with the Commission’s rules and guidelines applicable thereto. As of the date of the most recent balance sheet of the Company reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, there has been were no change material weaknesses in the Company’s internal control over financial reporting controls, except as may be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx); and such disclosure controls and procedures (i) are designed to ensure that has materially affected, information required to be disclosed by the Company in the reports it files or submits under the 1934 Act is reasonably likely accumulated and communicated to materially affect, the Company’s internal control over management, including the Company’s principal executive officer and principal financial reporting. As used in this Agreementofficer, as appropriate, to allow timely decisions regarding required disclosure and (ii) are effective at a reasonable assurance level to perform the term “Subsidiaries” means Austin American Corporation (each a “Subsidiary”)functions for which they were established. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the date of the most recent balance sheet of the Company maintains disclosure reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, (i) the Company has not been advised of or become aware of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company or any of its subsidiaries to record, process, summarize and procedures report financial data, or any material weaknesses in internal controls, or (B) any fraud, whether or not material, that involves management or other employees who have been designed to ensure that material information relating to a significant role in the internal controls of the Company and each of its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entitiessubsidiaries; and such disclosure (ii) there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and procedures are effectivematerial weaknesses.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the The Company and its Subsidiaries (as defined below) maintain systems maintains a system of “internal control over financial reporting” reporting (as such term is defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange 1934 Act) that comply complies with the requirements of the Exchange 1934 Act and have that has been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, generally accepted accounting principles in the United States. The Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with IFRS accounting principles generally accepted in the United States and to maintain asset accountability; accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; and , (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since , and (v) the date of the latest audited financial statements interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale General Disclosure Package and the Final ProspectusProspectus is prepared in accordance with the Commission’s rules and guidelines applicable thereto. As of the date of the most recent balance sheet of the Company reviewed or audited by Xxxxx & Young LLP and the audit committee of the board of directors of the Company, there has been were no change material weaknesses in the Company’s internal control over financial reporting controls. The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act); and such disclosure controls and procedures (i) are designed to ensure that has materially affected, information required to be disclosed by the Company in the reports it files or submits under the 1934 Act is reasonably likely accumulated and communicated to materially affect, the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and (ii) except with respect to the material weaknesses in internal control over financial reporting. As used controls disclosed in this Agreementthe Registration Statement, the term “Subsidiaries” means Austin American Corporation (each General Disclosure Package and the Prospectus, such disclosure controls and procedures are effective at a “Subsidiary”)reasonable assurance level to perform the functions for which they were established. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the date of the most recent balance sheet of the Company maintains disclosure reviewed or audited by Xxxxx & Young LLP and the audit committee of the board of directors of the Company, (i) the Company has not been advised of or become aware of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company or any of its subsidiaries to record, process, summarize and procedures report financial data, or any material weaknesses in internal controls, or (B) any fraud, whether or not material, that involves management or other employees who have been designed to ensure that material information relating to a significant role in the internal controls of the Company and each of its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entitiessubsidiaries; and such disclosure (ii) there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and procedures are effectivematerial weaknesses, except as may be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the The Company and its Subsidiaries (as defined below) subsidiaries maintain systems a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, 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 IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by references in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Agreement, the term “Subsidiaries” means Austin American Corporation (each a “Subsidiary”). Except as disclosed in the Registration Statement, the The Company maintains disclosure controls and procedures that have been designed to ensure that material information relating to the Company and its Subsidiaries any subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the The Company and its Subsidiaries (as defined below) maintain systems maintains a system of “internal control over financial reporting” reporting (as such term is defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act1900 Xxx) that comply complies with the requirements of the Exchange 1934 Act and have that has been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, generally accepted accounting principles in the United States. The Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with IFRS accounting principles generally accepted in the United States and to maintain asset accountability; accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; and , (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since , and (v) the date of the latest audited financial statements interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale General Disclosure Package and the Final ProspectusProspectus is prepared in accordance with the Commission’s rules and guidelines applicable thereto. As of the date of the most recent balance sheet of the Company reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, there has been were no change material weaknesses in the Company’s internal control over financial reporting controls, except as may be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the 1900 Xxx); and such disclosure controls and procedures (i) are designed to ensure that has materially affected, information required to be disclosed by the Company in the reports it files or submits under the 1934 Act is reasonably likely accumulated and communicated to materially affect, the Company’s internal control over management, including the Company’s principal executive officer and principal financial reporting. As used in this Agreementofficer, as appropriate, to allow timely decisions regarding required disclosure and (ii) are effective at a reasonable assurance level to perform the term “Subsidiaries” means Austin American Corporation (each a “Subsidiary”)functions for which they were established. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the date of the most recent balance sheet of the Company maintains disclosure reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, (i) the Company has not been advised of or become aware of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company or any of its subsidiaries to record, process, summarize and procedures report financial data, or any material weaknesses in internal controls, or (B) any fraud, whether or not material, that involves management or other employees who have been designed to ensure that material information relating to a significant role in the internal controls of the Company and each of its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entitiessubsidiaries; and such disclosure (ii) there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and procedures are effectivematerial weaknesses.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the The Company and its Subsidiaries (as defined below) maintain systems maintains a system of “internal control over financial reporting” reporting (as such term is defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act0000 Xxx) that comply complies with the requirements of the Exchange 1934 Act and have that has been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, generally accepted accounting principles in the United States. The Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with IFRS accounting principles generally accepted in the United States and to maintain asset accountability; accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; and , (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since , and (v) the date of the latest audited financial statements interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale General Disclosure Package and the Final ProspectusProspectus is prepared in accordance with the Commission’s rules and guidelines applicable thereto. As of the date of the most recent balance sheet of the Company reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, there has been were no change material weaknesses in the Company’s internal control over financial reporting controls, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the 0000 Xxx); and such disclosure controls and procedures (i) are designed to ensure that has materially affected, information required to be disclosed by the Company in the reports it files or submits under the 1934 Act is reasonably likely accumulated and communicated to materially affect, the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and (ii) except with respect to the material weaknesses in internal control over financial reporting. As used controls disclosed in this Agreementthe Registration Statement, the term “Subsidiaries” means Austin American Corporation (each General Disclosure Package and the Prospectus, such disclosure controls and procedures are effective at a “Subsidiary”)reasonable assurance level to perform the functions for which they were established. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the date of the most recent balance sheet of the Company maintains disclosure reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, (i) the Company has not been advised of or become aware of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company or any of its subsidiaries to record, process, summarize and procedures report financial data, or any material weaknesses in internal controls, or (B) any fraud, whether or not material, that involves management or other employees who have been designed to ensure that material information relating to a significant role in the internal controls of the Company and each of its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entitiessubsidiaries; and such disclosure (ii) there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and procedures are effectivematerial weaknesses.