Common use of Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes Act Clause in Contracts

Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes Act. (a) Public Company and each of its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal control over financial reporting that provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Public Company and to maintain accountability for Public Company’s consolidated assets, (iii) access to assets of Public Company and its Subsidiaries is permitted only in accordance with management’s authorization, (iv) the reporting of assets of Public Company and its Subsidiaries is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (b) Public Company maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning Public Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Public Company’s filings with the SEC and other public disclosure documents. (c) Neither Public Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness or manner of filing or submission of any filing with the SEC, including without limitation any certifications required by Section 906 of the Sarbanes Act. (d) Neither Public Company nor any of its Subsidiaries has, since Public Company became subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of Public Company. Section 4.24(d) of the Public Company Disclosure Schedule identifies any loan or extension of credit maintained by Public Company to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes Act. (a) Public The Company and each of its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal control over financial reporting that which provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Public the Company and to maintain accountability for Public the Company’s consolidated assets, (iii) access to assets of Public the Company and its Subsidiaries is permitted only in accordance with management’s authorization, (iv) the reporting of assets of Public the Company and its Subsidiaries is compared with existing assets at regular intervals intervals, and (v) accounts, notes and other receivables and inventory were are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (b) Public The Company maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning Public the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Public the Company’s filings with the SEC and other public disclosure documents. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board and on Section 3.23(b) of the Company Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability 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 Company’s internal controls over financial reporting. (c) Neither Public Since January 1, 2008 through the date of this Agreement, (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (d) Since January 1, 2008 through the date of this Agreement, and except as set forth on Section 3.23(d) of the Company Disclosure Schedule, neither the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness or manner of filing or submission of any filing with the SEC, including without limitation any certifications required by Section 906 of the Sarbanes Act. (de) Neither Public The Company nor any of its Subsidiaries hashas not, since Public Company became subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange ActJuly 30, 2002, extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of Public the Company. Section 4.24(d3.23(e) of the Public Company Disclosure Schedule identifies any loan or extension of credit maintained by Public the Company to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes Act. (a) Public Company TranS1 and each of its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal control over financial reporting that provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Public Company TranS1 and to maintain accountability for Public CompanyTranS1’s consolidated assets, (iii) access to assets of Public Company TranS1 and its Subsidiaries is permitted only in accordance with management’s authorization, (iv) the reporting of assets of Public Company TranS1 and its Subsidiaries is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (b) Public Company TranS1 maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning Public Company TranS1 and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Public CompanyTranS1’s filings with the SEC and other public disclosure documents. (c) Neither Public Company TranS1 nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness or manner of filing or submission of any filing with the SEC, including without limitation any certifications required by Section 906 of the Sarbanes Act. (d) Neither Public Company TranS1 nor any of its Subsidiaries has, since Public Company TranS1 became subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of Public Company. Section 4.24(d) of the Public Company Disclosure Schedule identifies any loan or extension of credit maintained by Public Company to which the second sentence of Section 13(k)(1) of the Exchange Act appliesTranS1.

Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes Act. (a) Public The Company and each of its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal control over financial reporting that which provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Public the Company and to maintain accountability for Public the Company’s consolidated assets, (iii) access to assets of Public the Company and its Subsidiaries is permitted only in accordance with management’s authorization, (iv) the reporting of assets of Public the Company and its Subsidiaries is compared with existing assets at regular intervals intervals, and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (b) Public The Company maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning Public the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Public the Company’s filings with the SEC and other public disclosure documents. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board and on Section 4.24(b) of the Company Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability 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 Company’s internal controls over financial reporting. (c) Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, since January 1, 2005 through the date of this Agreement, (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (d) Neither Public the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness or manner of filing or submission of any filing with the SEC, including without limitation any certifications required by Section 906 of the Sarbanes Act. (de) Neither Public Company nor any of its Subsidiaries has, since Public Company became subject to the reporting requirements of Except as set forth in Section 13 or Section 15(d4.24(e) of the Exchange ActCompany Disclosure Schedule, the Company has not, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of Public the Company. Section 4.24(d4.24(e) of the Public Company Disclosure Schedule identifies any loan or extension of credit maintained by Public the Company to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes Act. (a) Public The Company and each of its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal control over financial reporting that which provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Public the Company and to maintain accountability for Public the Company’s consolidated assets, (iii) access to assets of Public the Company and its Subsidiaries is permitted only in accordance with management’s authorization, (iv) the reporting of assets of Public the Company and its Subsidiaries is compared with existing assets at regular intervals intervals, and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (b) Public The Company maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning Public the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Public the Company’s filings with the SEC and other public disclosure documents. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board and on Section 4.27(b) of the Company Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability 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 Company’s internal controls over financial reporting. (c) Since January 1, 2011, (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (d) Neither Public the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness or manner of filing or submission of any filing with the SEC, including without limitation any certifications required by Section 906 of the Sarbanes Act. (de) Neither Public The Company nor any of its Subsidiaries hashas not, since Public Company became subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange ActJuly 30, 2002, extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of Public the Company. Section 4.24(d4.27(e) of the Public Company Disclosure Schedule identifies any loan or extension of credit maintained by Public the Company to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes Act. (a) Public The Company and each of its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal control over financial reporting that provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Public the Company and to maintain accountability for Public the Company’s consolidated assets, (iii) access to assets of Public the Company and its Subsidiaries is permitted only in accordance with management’s authorization, (iv) the reporting of assets of Public the Company and its Subsidiaries is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (b) Public The Company maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning Public the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Public the Company’s filings with the SEC and other public disclosure documents. (c) Neither Public the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness or manner of filing or submission of any filing with the SEC, including without limitation any certifications required by Section 906 of the Sarbanes Act. (d) Neither Public the Company nor any of its Subsidiaries has, since Public the Company became subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of Public the Company. Section 4.24(d) 4.18 of the Public Company Disclosure Schedule identifies any loan or extension of credit maintained by Public the Company to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes Act. (a) Public The Company and each of its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal control over financial reporting that which provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Public the Company and to maintain accountability for Public the Company’s consolidated assets, (iii) access to assets of Public the Company and its Subsidiaries is permitted only in accordance with management’s authorization, (iv) the reporting of assets of Public the Company and its Subsidiaries is compared with existing assets at regular intervals intervals, and (v) accounts, notes and other receivables and inventory were are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (b) Public The Company maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning Public the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Public the Company’s filings with the SEC and other public disclosure documents. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board and on Section 4.24(b) of the Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability 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 Company’s internal controls over financial reporting. (c) Neither Public Company nor any Since January 1, 2005 through the date of its officers has received notice from any Governmental Entity questioning or challenging this Agreement, (i) neither the accuracy, completeness or manner of filing or submission of any filing with the SEC, including without limitation any certifications required by Section 906 of the Sarbanes Act. (d) Neither Public Company nor any of its Subsidiaries hasnor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (d) The Company has not, since Public Company the date on which it first became subject to the reporting requirements of Section 13 or Section 15(d) 402 of the Exchange ActXxxxxxxx-Xxxxx Act of 2002, extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of Public the Company. Section 4.24(d4.24(e) of the Public Company Disclosure Schedule identifies any loan or extension of credit maintained by Public the Company to which the second sentence of Section 13(k)(1) of the Exchange Act applies.