Common use of Accounting Controls and Disclosure Controls Clause in Contracts

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the 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. Except as described in the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information 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 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 Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the 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. Except as described in the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information 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 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 Controls and Disclosure Controls. The Company Company, the Operating Partnership and each of its subsidiaries (i) the Subsidiaries maintain and have taken all necessary actions to ensure that the Company and its subsidiaries maintain maintained effective internal control over financial reporting (as defined under in Rule 13a-15 and 15d-15 under the Exchange Act) Act and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances assurance that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; asset accountability, (C) access to assets is permitted only in accordance with management’s general or specific authorization; , and (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable theretodifferences. Except as described in the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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. The Company Company, the Operating Partnership and each of its subsidiaries maintain an effective system of the Subsidiaries employ and have employed disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) Act that are designed to ensure that information 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 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 Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that that, within the time period required, the Company and its subsidiaries will maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the Prospectus fairly present presents the information called for in all material respects and are is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information 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 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 Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries (iA) have taken all necessary actions to ensure that the Company make and its subsidiaries keep accurate books and records and (B) maintain effective internal control over financial reporting (as defined under Rule 13a-15 13-a15 and 15d-15 under the Exchange Actrules and regulations of the Commission under the 1934 Act Regulations) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A1) transactions are executed in accordance with management’s general or specific authorization; , (B2) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; , (C3) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; , and (D4) the recorded accountability for the Company’s assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (E) differences. Since the interactive data in Inline eXtensible Business Reporting Language incorporated by reference Company’s incorporation, except as disclosed in the Registration Statement Statement, the and the 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. Except as described in the Registration Statement General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) no change in the Company’s internal control over financial reporting that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The Company Since the date of the most recent audited financial statements of the Company, except as disclosed in the Registration Statement, the General Disclosure Package and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by Prospectus, the Company has not been advised of (A) any significant deficiencies in the reports design or operation of internal controls that it files could adversely affect the ability of the Company to record, process, summarize and report financial data, and (B) any fraud, whether or submits under the Exchange Act is recordednot material, processed, summarized and reported, within the time periods specified that involves management or other employees who have a significant role in the Commission’s rules and forms, and is accumulated and communicated to internal controls of 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 Controls and Disclosure Controls. The Company and each of its subsidiaries (iA) have taken all necessary actions to ensure that the Company make and its subsidiaries keep accurate books and records and (B) maintain effective internal control over financial reporting (as defined under Rule 13a-15 13-a15 and 15d-15 under the Exchange Actrules and regulations of the Commission under the 1934 Act Regulations) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A1) transactions are executed in accordance with management’s general or specific authorization; , (B2) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; , (C3) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; , and (D4) the recorded accountability for the Company’s assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (E) differences. Since the interactive data in Inline eXtensible Business Reporting Language incorporated by reference Company’s incorporation, except as disclosed in the Registration Statement Statement, the and the 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. Except as described in the Registration Statement General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) no change in the Company’s internal control over financial reporting that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The Company Since the date of the most recent audited financial statements of the Company, except as disclosed in the Registration Statement, the General Disclosure Package and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by Prospectus, the Company has not been advised of (A) any significant deficiencies in the reports design or operation of internal controls that it files could adversely affect the ability of the Company to record, process, summarize and report financial data, and (B) any fraud, whether or submits under the Exchange Act is recordednot material, processed, summarized and reported, within the time periods specified that involves management or other employees who have a significant role in the Commission’s rules and forms, and is accumulated and communicated to internal controls of 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 Controls and Disclosure Controls. The Company Except as disclosed in the Registration Statement, the Prospectus and each of its subsidiaries (i) have taken all necessary actions to ensure that any Permitted Free Writing Prospectus, the Company and its subsidiaries currently maintain effective internal control over financial reporting (as defined under Rule Rules 13a-15 and 15d-15 under of the Exchange Act) Act and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement the and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s 's rules and guidelines applicable thereto. Except as described in the Registration Statement Statement, the Prospectus and the any Permitted Free Writing Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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 adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and each the audit committee of the board of directors of the Company or, if no such audit committee exists, the full board of directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. Except as disclosed in the Registration Statement, the Prospects and any Permitted Free Writing Prospectus, the Company and its subsidiaries maintain an effective a system of disclosure controls and procedures (as defined in Rule Rules 13a-15 and Rule 15d-15 under of the Exchange Act) that are designed to ensure that information 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 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 Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act1934 Act Regulations) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances assurance that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable theretodifferences. Except as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no there has not been determined to be a material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) there is 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. The Company and each of its consolidated subsidiaries maintain an effective system of employ disclosure controls and procedures (as defined in under Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 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 Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) 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 has established and maintains disclosure controls and procedures (Eas defined in Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) that are designed to ensure that material information relating to the interactive data in Inline eXtensible Business Reporting Language incorporated Company is made known to the chief executive officer and chief financial officer of the Company by reference in others within the Registration Statement Company, and such disclosure controls and procedures are reasonably effective to perform the and functions for which they were established subject to the 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. Except as described in the Registration Statement and the Prospectus, since the end limitations of any such control system; the Company’s auditors, the fiscal council or the statutory audit committee of the Company have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; and since the date of the most recent audited fiscal yearevaluation of such disclosure controls and procedures, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change significant changes in the Company’s internal control over financial reporting controls or in other factors that has materially affected, or is reasonably likely to materially affect, the Company’s could significantly affect internal control over financial reporting. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information 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 Commission’s rules and forms, and is accumulated and communicated to the Company’s managementcontrols, including its principal executive officer or officers any corrective actions with regard to significant deficiencies and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosurematerial weaknesses.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company and its subsidiaries maintain Partnership maintains effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 15d 15 under the Exchange ActAct Regulations)) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement the and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable theretois accurate. Except as described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, (1) since the end of the CompanyPartnership’s most recent audited fiscal year, there has been (1i) no material weakness in the CompanyPartnership’s internal control over financial reporting (whether or not remediated) and (2ii) no change in the CompanyPartnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyPartnership’s internal control over financial reporting, and (2) the Partnership is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal control over financial reporting. The Company and each of its subsidiaries maintain Partnership maintains an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange ActAct Regulations) that are designed to ensure that information required to be disclosed by the Company Partnership in the reports that it files or submits submits, or will file or submit, under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, and that all such information is accumulated and communicated to the CompanyPartnership’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure. Such disclosure controls and procedures are effective in all material respects to perform the functions for which they are established to the extent required by Rule 13a-15 of the Exchange Act.

Accounting Controls and Disclosure Controls. The Company Issuer and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company Subsidiaries has established and its subsidiaries maintain effective internal control over financial reporting maintains “disclosure controls and procedures” (as such term is defined under in Rule 13a-15 and 15d-15 under the Exchange Act) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the 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. Except as described in the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures ” (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that Act); such disclosure controls and procedures are designed to ensure that material information 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 Commission’s rules and forms, and is accumulated and communicated relating to the Company’s managementIssuer, including its principal consolidated subsidiaries, is made known to each of the Issuer’s chief executive officer or officers and principal chief financial officer by others within the Issuer, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Issuer’s independent auditors and board of directors have been advised of: (i) all significant deficiencies, if any, in the design or officersoperation of internal controls which could adversely affect the Issuer’s ability to record, process, summarize and report financial data and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Issuer’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Issuer’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, 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 material weaknesses; the Issuer, its Subsidiaries and the Issuer’s directors and officers (in their respective capacities as appropriate, to allow timely decisions regarding disclosuresuch) are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission promulgated thereunder.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company Subsidiaries has established and its subsidiaries maintain effective internal control over financial reporting maintains “disclosure controls and procedures” (as such term is defined under in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (ii) maintain a system of internal accounting as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls sufficient and procedures are designed to provide reasonable assurances ensure that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary material information relating to permit preparation of financial statements in conformity with GAAP and the Company, including its consolidated subsidiaries, is made known to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the 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. Except as described in the Registration Statement and the Prospectus, since the end each of the Company’s most recent audited fiscal yearchief executive officer and chief financial officer by others within the Company, there has and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s independent auditors and board of directors have been advised of: (1i) no material weakness all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change controls; all material weaknesses, if any, in internal controls have been identified to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, independent auditors; since the Company’s internal control over financial reporting. The Company and each date of its subsidiaries maintain an effective system the most recent evaluation of such disclosure controls and procedures (as defined and internal controls, there have been no significant changes in Rule 13a-15 internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and Rule 15d-15 under material weaknesses; the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedCompany, processed, summarized its Subsidiaries 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 directors and officers (in their respective capacities as such) are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosurethe rules and regulations of the Commission promulgated thereunder.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries (i) Subsidiaries have taken all necessary actions to ensure that made and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and (ii) maintain Subsidiaries. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances assurance that (A1) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (B2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain accountability for assets; (C3) access to assets is permitted only in accordance with management’s general or specific authorization; (D4) 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 (E5) the interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement the is in conformity with generally accepted accounting principles and the Prospectus fairly present the information called for is updated as necessary to comply in all material respects with the requirements of the Securities Act and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries on the basis stated in the Registration Statement and at the respective dates or for the respective periods to which they apply. Since the date of the latest audited financial statements included in the Prospectus, since (a) the end Company has not been advised of (1) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company’s most recent audited fiscal yearCompany and each of its Subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its Subsidiaries, and (b) since that date, there has been (1) no material weakness 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. The Company and each of its subsidiaries maintain an effective system of maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and Rule 15d-15 under (e) of the Exchange Act1000 Xxx) that comply with the requirements of the 1934 Act; such disclosure controls and procedures are designed to ensure that information 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 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 disclosureeffective.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company Subsidiaries has established and its subsidiaries maintain effective internal control over financial reporting maintains “disclosure controls and procedures” (as such term is defined under in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (ii) maintain a system of internal accounting as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls sufficient and procedures are designed to provide reasonable assurances ensure that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary material information relating to permit preparation of financial statements in conformity with GAAP and the Company, including its consolidated subsidiaries, is made known to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the 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. Except as described in the Registration Statement and the Prospectus, since the end each of the Company’s most recent audited fiscal yearchief executive officer and chief financial officer by others within the Company, there has and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s independent auditors and board of directors have been advised of: (1i) no material weakness all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change controls; all material weaknesses, if any, in internal controls have been identified to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, independent auditors; since the Company’s internal control over financial reporting. The Company and each date of its subsidiaries maintain an effective system the most recent evaluation of such disclosure controls and procedures (as defined and internal controls, there have been no significant changes in Rule 13a-15 internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and Rule 15d-15 under material weaknesses; the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedCompany, processed, summarized its Subsidiaries 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 directors and officers (in their respective capacities as such) are each in compliance in all material respects with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosurethe rules and regulations of the Commission promulgated thereunder.

Accounting Controls and Disclosure Controls. The Company Except as described in the Registration Statement, the General Disclosure Package and each of its subsidiaries (i) have taken all necessary actions to ensure that the Prospectus, the Company and its subsidiaries maintain maintains effective internal control over financial reporting (as defined under Rule 13a-15 13-a15 and 15d-15 under the Exchange Act1934 Act Regulations) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference included in the Registration Statement Statement, the General Disclosure Package and the Prospectus fairly present presents the information called for in all material respects and are is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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. The Company and each of its subsidiaries maintain maintains an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 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 Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the 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. Except as described in the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information 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 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.financial

Accounting Controls and Disclosure Controls. The Company has established and each maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of its subsidiaries the 1934 Act), which: (i) have taken all necessary actions are designed to ensure that information required to be disclosed by the Company, including its subsidiaries, in the reports that the Company files or submits under the 1934 Act is made known to the Company’s principal executive officer and its subsidiaries maintain principal financial officer by others within those entities, (ii) have been evaluated for effectiveness as of the end of the period covered by the Company’s most recent annual or quarterly report filed with the Commission, and (iii) are effective in all material respects in providing reasonable assurance that information required to be disclosed by the Company in the reports that the Company files or submits under the 1934 Act is recorded, processed, summarized and reported as appropriate to allow timely decisions regarding disclosure within the time periods specified in the Commission’s rules and forms. The Company maintains a system of internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and (ii) maintain a system of internal accounting controls that is sufficient to provide reasonable assurances that that: (Ai) transactions are executed in accordance with management’s general or specific authorization; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (Ciii) access to assets is permitted only in accordance with management’s general or specific authorization; (Div) 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 (Ev) the interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus fairly present presents the information called for in all material respects and are is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in Since the Registration Statement date of the most recent balance sheet of the Company and its subsidiaries reviewed or audited by Ernst & Young LLP and the Prospectus, since audit committee of the end board of directors of the Company’s most recent audited fiscal year, there (i) none of the Company or its subsidiaries has been advised of (1A) no material weakness any significant deficiencies in the Company’s design or operation of internal control over controls that could adversely affect the ability of the Company or any subsidiary to record, process, summarize and report financial reporting data, or any material weaknesses in internal controls and (B) any fraud, whether or not remediated) material, that involves management or other employees who have a significant role in the internal controls of the Company or any subsidiary, and (2ii) since that date, there have been no change significant changes in internal controls or in other factors that would materially adversely affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Since the date of the most recent balance sheet of the Company and its subsidiaries reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, there have been no significant changes 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. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information 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 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 Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under in Rule 13a-15 and 15d-15 under the Exchange Act) Act and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances assurance that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability for assets; and (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the 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. Except as described in the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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. The Company and each of its subsidiaries maintain an effective system of employ disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) Act that are designed to ensure that information 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 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 Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (Ciii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Div) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable theretodifferences. Except as described in the Registration Statement and the ProspectusOffering Memorandum, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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. The Company and each of its subsidiaries maintain an effective system of employ disclosure controls and procedures (as such term is defined in Rule Rules 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information 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 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 Controls and Disclosure Controls. The Company and each its Subsidiaries maintain systems of its subsidiaries (i) have taken all necessary actions to ensure that the Company and its subsidiaries maintain effective “internal control over financial reporting reporting” (as defined under Rule 13a-15 Rules 13-a15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and (ii) maintain a system 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 assurances assurance that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain accountability for assetsasset accountability; (Ciii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Div) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement the and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable theretodifferences. Except as described disclosed in the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) are no material weakness weaknesses in the Company’s internal control over financial reporting. Since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, (a) the Company has not been advised of: (i) any significant deficiencies and/or material weaknesses in the design or operation of the Company’s internal control over financial reporting that could adversely affect or are reasonably likely to adversely affect the ability of the Company and its Subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not remediated) material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and (2b) 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. The Company has developed and each of its subsidiaries maintain an effective system of currently maintains disclosure controls and procedures (as defined in that comply with Rule 13a-15 and Rule or 15d-15 under the Exchange Act) that , and such controls and procedures are designed effective to ensure that all material information required to be disclosed by concerning the Company in is made known on a timely basis to the reports that it files or submits under individuals responsible for the Exchange 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 preparation of the Company’s management, including its principal executive officer or officers Exchange Act filings and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureother public disclosure documents.

Accounting Controls and Disclosure Controls. The Company Except as disclosed in the Registration Statement, the Prospectus and each of its subsidiaries (i) have taken all necessary actions to ensure that any Permitted Free Writing Prospectus, the Company and its subsidiaries currently maintain effective internal control over financial reporting (as defined under Rule Rules 13a-15 and 15d-15 under of the Exchange Act) Act and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement the and the 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. Except as described in the Registration Statement Statement, the Prospectus and the any Permitted Free Writing Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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 adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The auditors of the Company and each the audit committee of the board of directors of the Company or, if no such audit committee exists, the full board of directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and its subsidiaries. Except as disclosed in the Registration Statement, the Prospects and any Permitted Free Writing Prospectus, the Company and its subsidiaries maintain an effective a system of disclosure controls and procedures (as defined in Rule Rules 13a-15 and Rule 15d-15 under of the Exchange Act) that are designed to ensure that information 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 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 Controls and Disclosure Controls. The Company and each of its subsidiaries (i) have taken all necessary actions to ensure that the Company and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 13-a15 and 15d-15 under the Exchange Actrules and regulations of the Commission under the 0000 Xxx) (such rules and regulations (the “1934 Act Regulations”) and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) 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 (E) the interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus fairly present presents the information called for in all material respects and are is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement and the Prospectus, since Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness 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 and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 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.