Common use of Accounting Controls and Disclosure Controls and Procedures Clause in Contracts

Accounting Controls and Disclosure Controls and Procedures. (a) The Company and its subsidiaries, taken as a whole, maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance that (i) the Company maintains records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of assets, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability, (iii) that receipts and expenditures are made, and access to assets is permitted, only in accordance with authorizations of management and the Board, (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements, (v) 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 (vi) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports fairly presents the information called for in all material respects and is prepared in accordance with the SEC’s rules and guidance applicable thereto, except, in the case of this clause (vi), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Except as would not reasonably be expected to have a Material Adverse Effect, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) 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. (c) The Company’s and each of its subsidiaries’ “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) (i) are reasonably designed to ensure that (x) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or 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 information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (y) all material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter and (iii) except as would not reasonably be expected to have a Material Adverse Effect, are effective in all material respects to perform the functions for which they were established.

Accounting Controls and Disclosure Controls and Procedures. (a) The Company and each of its subsidiaries, Subsidiaries taken as a whole, whole maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures accounting controls sufficient to provide reasonable assurance that (i) the Company maintains records that transactions are executed in reasonable detail accurately and fairly reflect the Companyaccordance with management’s transactions and dispositions of assets, general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain asset accountability, ; (iii) that receipts and expenditures are made, and access to assets is permitted, permitted only in accordance with authorizations of management management’s general or specific authorization; and the Board, (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements, (v) 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 (vi) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports fairly presents the information called for in all material respects and is prepared in accordance with the SEC’s rules and guidance applicable thereto, except, in the case of this clause (vi), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Except as would not reasonably be expected to have a Material Adverse Effect, since differences. Since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) 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. (c) . The Company’s and each of its subsidiaries’ “Company has established disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange ActAct Regulations Rules 13a 15 and 15d 15) (i) are reasonably for the Company and designed such disclosure controls and procedures to ensure that (x) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or 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 information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (y) all material information relating to the Company, including Company and each of its consolidated subsidiaries, Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer certifying officers by others within those entities, particularly during the periods period in which the periodic reports required under Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the Exchange Act are case may be, is being prepared; (ii) . The Company’s certifying officers have been evaluated by management of the Company for effectiveness as of the end of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most recent recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal quarter year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (iiias such term is defined in Item 307(b) except as would not reasonably be expected of Regulation S-K under the Securities Act) or, to have a Material Adverse Effectthe Company’s Knowledge, are effective in all material respects to perform other factors that could significantly affect the functions for which they were establishedCompany’s internal controls.

Accounting Controls and Disclosure Controls and Procedures. (a) The Company and its subsidiaries, taken as a whole, maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance that (i) the Company maintains records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of assets, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability, (iii) that receipts and expenditures are made, and access to assets is permitted, only in accordance with authorizations of management and the Board, (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements, (v) 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 (vi) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports fairly presents the information called for in all material respects and is prepared in accordance with the SEC’s ​ ​ rules and guidance applicable thereto, except, in the case of this clause (vi), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Except as would not reasonably be expected to have a Material Adverse Effect, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) 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. (c) The Company’s and each of its subsidiaries’ “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) (i) are reasonably designed to ensure that (x) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or 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 information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (y) all material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter and (iii) except as would not reasonably be expected to have a Material Adverse Effect, are effective in all material respects to perform the functions for which they were established.

Accounting Controls and Disclosure Controls and Procedures. (a) The Company and each of its subsidiaries, taken as a whole, Subsidiaries maintain a system systems of “internal control over financial reporting reporting” (as defined in Rules under Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient are designed to comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, 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 GAAPgenerally accepted accounting principles in the United States, including policies and procedures including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that that: (iA) the Company maintains records that transactions are executed in reasonable detail accurately and fairly reflect the Companyaccordance with management’s transactions and dispositions of assets, general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain asset accountability, accountability for assets; (iiiC) that receipts and expenditures are made, and access to assets is permitted, permitted only in accordance with authorizations of management and the Board, management’s general or specific authorization; (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements, (vD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences differences; and (viE) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the SECCommission’s rules and guidance guidelines applicable thereto, except, . Except as disclosed in the case of this clause (vi), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Except as would not reasonably be expected to have a Material Adverse Effect, since the end of the Company’s most recent audited fiscal yearProspectus, there has been (i1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii2) 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. (c) . The Company’s and each of its subsidiaries’ “Company maintains disclosure controls and procedures” procedures (as such is defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) (i) are reasonably that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that (x) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms of the SECforms, including controls and procedures designed to ensure that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding disclosures. The Company has conducted evaluations of the effectiveness of their disclosure controls as required disclosure and (y) all material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under Rule 13a-15 of the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter and (iii) except as would not reasonably be expected to have a Material Adverse Effect, are effective in all material respects to perform the functions for which they were establishedAct.

Accounting Controls and Disclosure Controls and Procedures. (a) The Company and its subsidiaries, taken as a whole, maintain maintains a system of internal control over financial reporting (as such term is defined in Rules Rule 13a-15(f) and 15d-15(f) of under the Exchange Act) that is sufficient (i) complies with the requirements of the Exchange Act applicable to the Company, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies GAAP and procedures (iii) is sufficient to provide reasonable assurance that (iA) the Company maintains records that transactions are executed in reasonable detail accurately and fairly reflect the Companyaccordance with management’s transactions and dispositions of assetsgeneral or specific authorization, (iiB) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP as applied in the United States and to maintain asset accountabilityaccountability for assets, (iiiC) that receipts and expenditures are made, and access to assets is permitted, permitted only in accordance with authorizations of management management’s general or specific authorization and the Board, (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements, (vD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences differences. The Company’s auditors and the audit committee of the Board of Directors have been advised of: (vii) the interactive data in eXtensible Business Reporting Language included or incorporated by reference all significant deficiencies and material weaknesses in the SEC Reports fairly presents the information called for in all material respects and is prepared in accordance with the SEC’s rules and guidance applicable thereto, except, in the case design or operation of this clause (vi), as would not, individually internal controls over financial reporting which have adversely affected or in the aggregate, be are reasonably expected likely to have a Material Adverse Effect. (b) Except as would not reasonably be expected to have a Material Adverse Effect, since the end of adversely affect the Company’s most recent audited fiscal yearability to record, there has been process, summarize and report financial information; and (iii) no material weakness any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed in the 2022 SEC Reports, the Company is not aware of any material weaknesses in its internal control over financial reporting (whether or it being understood that this subsection shall not remediated) and (ii) no change in require the Company’s internal control over financial reporting that has materially affected, or is reasonably likely Company to materially affect, comply with Section 404 of the Company’s internal control over financial reporting. (c) Xxxxxxxx-Xxxxx Act as of an earlier date than it would otherwise be required to so comply under applicable Law). The Company’s and each of its subsidiaries’ “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) (i) are reasonably designed to ensure provide reasonable assurance that (x) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or 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 information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (y) all material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter and (iii) except as would not reasonably be expected to have a Material Adverse Effect, are effective in all material respects to perform the functions for which they were establisheddisclosure.

Accounting Controls and Disclosure Controls and Procedures. (a) The Company and each of its subsidiaries, taken as a whole, maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures accounting controls sufficient to provide reasonable assurance that (ia) the Company maintains records that transactions are executed in reasonable detail accurately and fairly reflect the Companyaccordance with management’s transactions and dispositions of assets, general or specific authorizations; (iib) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain asset accountability, ; (iiic) that receipts and expenditures are made, and access to assets is permitted, permitted only in accordance with authorizations of management management’s general or specific authorization; and the Board, (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements, (vd) 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 (vi) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports fairly presents the information called for in all material respects and is prepared in accordance with the SEC’s rules and guidance applicable thereto, except, in the case of this clause (vi), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Except as would not reasonably be expected to have a Material Adverse Effect, since differences. Since the end of the Company’s most recent audited fiscal year, there has been (ia) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (iib) 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. (c) . The Company’s Company and each of its subsidiaries’ “subsidiaries have established and maintain disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) 13a-15 and 15d-15(e) of 15d-15 under the Exchange Act) ), which (ia) are reasonably designed to ensure that (x) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or 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 information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (y) all material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (iib) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter quarter; and (iiic) except as would not reasonably be expected to have a Material Adverse Effect, are effective in all material respects to perform the functions for which they were established. The Company is not aware of any change in its internal control over financial reporting that has occurred since December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Accounting Controls and Disclosure Controls and Procedures. (a) The Company and each of its subsidiaries, Subsidiaries taken as a whole, whole maintain a system of internal control over financial reporting accounting controls that (as defined in Rules 13a-15(fi) and 15d-15(f) complies with the requirements of the Exchange ActAct applicable to the Company, (ii) that is sufficient has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies generally accepted accounting principles and procedures (iii) is sufficient to provide reasonable assurance that (i) the Company maintains records that transactions are executed in reasonable detail accurately and fairly reflect the Companyaccordance with management’s transactions and dispositions of assets, general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with U.S. GAAP and to maintain asset accountability, ; (iii) that receipts and expenditures are made, and access to assets is permitted, permitted only in accordance with authorizations of management management’s general or specific authorization; and the Board, (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements, (v) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences differences. The Company maintains disclosure controls and procedures (vias such term is defined in Rule 13a-15(e) under the interactive data in eXtensible Business Reporting Language included or incorporated Exchange Act) that comply with the requirements of the Exchange Act. Such disclosure controls and procedures 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 reference in the SEC Reports fairly presents the information called for others within those entities, and such disclosure controls and procedures are effective in all material respects and is prepared in accordance with the SEC’s rules and guidance applicable thereto, except, in the case of this clause (vi), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Except as would not reasonably be expected to have a Material Adverse Effect, since respects. Since the end of the Company’s most recent audited fiscal year, there has been (iA) no significant deficiencies or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (iiB) 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. (c) The Company’s and each of its subsidiaries’ “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) (i) are reasonably designed to ensure that (x) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or 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 information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (y) all material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter and (iii) except as would not reasonably be expected to have a Material Adverse Effect, are effective in all material respects to perform the functions for which they were established.

Accounting Controls and Disclosure Controls and Procedures. (a) The Company and its subsidiaries, taken as a whole, maintain maintains a system of internal control over financial reporting (as such term is defined in Rules Rule 13a-15(f) and 15d-15(f) of under the Exchange Act) that is sufficient (i) complies with the requirements of the Exchange Act applicable to the Company, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies GAAP and procedures (iii) is sufficient to provide reasonable assurance that (iA) the Company maintains records that transactions are executed in reasonable detail accurately and fairly reflect the Companyaccordance with management’s transactions and dispositions of assetsgeneral or specific authorization, (iiB) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP as applied in the United States and to maintain asset accountabilityaccountability for assets, (iiiC) that receipts and expenditures are made, and access to assets is permitted, permitted only in accordance with authorizations of management management’s general or specific authorization and the Board, (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements, (vD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences differences. The Company’s auditors and the audit committee of the Board of Directors have been advised of: (vii) the interactive data in eXtensible Business Reporting Language included or incorporated by reference all significant deficiencies and material weaknesses in the SEC Reports fairly presents the information called for in all material respects and is prepared in accordance with the SEC’s rules and guidance applicable thereto, except, in the case design or operation of this clause (vi), as would not, individually internal controls over financial reporting which have adversely affected or in the aggregate, be are reasonably expected likely to have a Material Adverse Effect. (b) Except as would not reasonably be expected to have a Material Adverse Effect, since the end of adversely affect the Company’s most recent audited fiscal yearability to record, there has been process, summarize and report financial information; and (iii) no material weakness any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed in the 2023 SEC Reports, the Company is not aware of any material weaknesses in its internal control over financial reporting (whether or it being understood that this subsection shall not remediated) and (ii) no change in require the Company’s internal control over financial reporting that has materially affected, or is reasonably likely Company to materially affect, comply with Section 404 of the Company’s internal control over financial reporting. (c) Sxxxxxxx-Xxxxx Act as of an earlier date than it would otherwise be required to so comply under applicable Law). The Company’s and each of its subsidiaries’ “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) (i) are reasonably designed to ensure provide reasonable assurance that (x) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or 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 information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (y) all material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter and (iii) except as would not reasonably be expected to have a Material Adverse Effect, are effective in all material respects to perform the functions for which they were establisheddisclosure.