Common use of Disclosure and Control Procedures Clause in Contracts

Disclosure and Control Procedures. The Parent has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent, including its consolidated subsidiaries, is made known to the Parent’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Parent’s independent registered public accountants and the Audit Committee of the Board of Directors of the Parent have been advised of: (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Parent’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 Parent’s internal controls; all “significant deficiencies” and “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under the Act) of the Parent, if any, have been identified to the Parent’s independent registered public accountants and are disclosed in the Pricing Disclosure Package and the Final Offering Memorandum 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 principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent have made all certifications required by the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; the Parent and the Parent’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Commission promulgated thereunder.

Disclosure and Control Procedures. The Parent Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the ParentCompany, including its consolidated subsidiaries, is made known to the ParentCompany’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the ParentCompany’s independent registered public accountants and the Audit Committee of the Board of Directors of the Parent Company have been advised of: (i) all significant deficienciesdeficiencies and material weaknesses, if any, in the design or operation of internal controls which could adversely affect the ParentCompany’s ability to record, process, summarize and report financial datainformation; and (ii) all any fraud, if any, whether or not material, that involves management or other employees who have a role in the ParentCompany’s internal controls; all “significant deficiencies” the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (A) presents the conclusions by the Chief Executive Officer and “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under Chief Financial Officer about the Act) effectiveness of the Parent, if any, have been identified to the ParentCompany’s independent registered public accountants and are disclosed in the Pricing Disclosure Package and the Final Offering Memorandum the date of the most recent evaluation of such disclosure controls and procedures as of December 31, 2010 and (B) discloses any change in the Company’s internal controlscontrol over financial reporting that occurred during the Company’s fiscal quarter ended December 31, there have been no significant changes in 2010 that has materially affected, or is reasonably likely to affect, the Company’s internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessescontrol over financial reporting; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Company have made all certifications required by the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (the “SxxxxxxxXxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correctwere correct as of the date of such certifications; the Parent and Company and, to the Parentknowledge of the Company, the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Commission promulgated thereunder.

Disclosure and Control Procedures. The Parent Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the ParentCompany, including its consolidated subsidiaries, is made known to the ParentCompany’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the ParentCompany’s independent registered public accountants and the Audit Committee of the Board of Directors of the Parent Company have been advised of: (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the ParentCompany’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 ParentCompany’s internal controls; all “significant deficiencies” and “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under the Act) of the ParentCompany, if any, have been identified to the ParentCompany’s independent registered public accountants and are disclosed in the Registration Statement (excluding the exhibits thereto), each Pre-Pricing Disclosure Package Prospectus and the Final Offering Memorandum Prospectus; 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 principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Company have made all certifications required by the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (the “SxxxxxxxXxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; the Parent Company, the Subsidiaries and the ParentCompany’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the NASDAQ promulgated thereunder.

Disclosure and Control Procedures. The Parent Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the ParentCompany, including its consolidated subsidiaries, is made known to the ParentCompany’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the ParentCompany’s independent registered public accountants and the Audit Committee of the Board of Directors of the Parent Company have been advised of: (i) all significant deficienciesdeficiencies and material weaknesses, if any, in the design or operation of internal controls which could adversely affect the ParentCompany’s ability to record, process, summarize and report financial datainformation; and (ii) all any fraud, if any, whether or not material, that involves management or other employees who have a role in the ParentCompany’s internal controls; all “significant deficiencies” the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (A) presents the conclusions by the Chief Executive Officer and “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under Chief Financial Officer about the Act) effectiveness of the Parent, if any, have been identified to the ParentCompany’s independent registered public accountants and are disclosed in the Pricing Disclosure Package and the Final Offering Memorandum the date of the most recent evaluation of such disclosure controls and procedures as of June 30, 2013 and (B) discloses any change in the Company’s internal controlscontrol over financial reporting that occurred during the Company’s fiscal quarter ended June 30, there have been no significant changes in 2013 that has materially affected, or is reasonably likely to affect, the Company’s internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessescontrol over financial reporting; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Company have made all certifications required by the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (the “SxxxxxxxXxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correctwere correct as of the date of such certifications; the Parent and Company and, to the Parentknowledge of the Company, the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Commission promulgated thereunder.

Disclosure and Control Procedures. The Parent has and EPL have established and maintains maintain and evaluates evaluate “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the ParentParent and EPL, including its their respective consolidated subsidiaries, is made known to the Parent’s and EPL’s respective Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Parent’s and EPL’s independent registered public accountants and the Audit Committee of the Board of Directors of the Parent and EPL, respectively, have been advised of: (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Parent’s ability or EPL’s ability, respectively, 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 Parent’s or EPL’s internal controls, respectively; all “significant deficiencies” and “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under the Act) of the ParentParent or EPL, if any, have been identified to the Parent’s or EPL’s independent registered public accountants accountants, respectively, and are disclosed in the Pricing Disclosure Package and the Final Offering Memorandum Memorandum; 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 principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent and EPL have made all certifications required by the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; the Parent Parent, EPL and the Parent’s and EPL’s respective directors and officers are each in compliance in all material respects with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Commission promulgated thereunder.

Disclosure and Control Procedures. The Parent Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the ParentCompany, including its consolidated subsidiaries, is made known to the ParentCompany’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the ParentCompany’s independent registered public accountants and the Audit Committee of the Board of Directors of the Parent Company have been advised of: (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the ParentCompany’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 ParentCompany’s internal controls; all “significant deficiencies” and “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under the Act) of the ParentCompany, if any, have been identified to the ParentCompany’s independent registered public accountants and are disclosed in the Pricing Disclosure Package and the Final Offering Memorandum 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 principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Company have made all certifications required by the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (the “SxxxxxxxXxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; the Parent Company and the ParentCompany’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Commission promulgated thereunder.