Common use of Disclosure and Control Procedures Clause in Contracts

Disclosure and Control Procedures. The 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 Company, including its consolidated subsidiaries, is made known to the Company’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 Company’s independent registered public accountants and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses, 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 information; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; 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 Chief Financial Officer about the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2010 and (B) discloses any change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended December 31, 2010 that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification were correct as of the date of such certifications; the Company and, to the knowledge of the Company, the Company’s directors and officers 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.

Disclosure and Control Procedures. The 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 Company, including its consolidated subsidiaries, is made known to the Company’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 Company’s independent registered public accountants and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknessesdeficiencies, 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 informationdata; and (ii) any all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’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 Company, if any, have been identified to the Company’s Annual Report on Form 10independent registered public accountants and are disclosed in the Registration Statement (excluding the exhibits thereto), each Pre-K for Pricing Prospectus and the fiscal year ended December 31, 2010 (A) presents Prospectus; since the conclusions by the Chief Executive Officer and Chief Financial Officer about the effectiveness date of the Company’s most recent evaluation of such disclosure controls and procedures as of December 31and internal controls, 2010 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 (B) discloses any change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended December 31, 2010 that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reportingmaterial weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification were correct as of the date of such certificationsare complete and correct; the Company and, to the knowledge of the Company, the Subsidiaries and the Company’s directors and officers 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 and the NASDAQ promulgated thereunder.

Disclosure and Control Procedures. The Company 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 CompanyParent, including its consolidated subsidiaries, is made known to the CompanyParent’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 CompanyParent’s independent registered public accountants and the Audit Committee of the Board of Directors of the Company Parent have been advised of: (i) all significant deficiencies and material weaknessesdeficiencies, if any, in the design or operation of internal controls which could adversely affect the CompanyParent’s ability to record, process, summarize and report financial informationdata; and (ii) any all fraud, if any, whether or not material, that involves management or other employees who have a role in the CompanyParent’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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (AAct) presents the conclusions by the Chief Executive Officer and Chief Financial Officer about the effectiveness of the CompanyParent, 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 as of December 31and internal controls, 2010 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 (B) discloses any change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended December 31, 2010 that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reportingmaterial weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company Parent have made all certifications required by the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification were correct as of the date of such certificationsare complete and correct; the Company and, to Parent and the knowledge of the Company, the CompanyParent’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations of the Commission promulgated thereunder.

Disclosure and Control Procedures. The 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 Company, including its consolidated subsidiaries, is made known to the Company’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 Company’s independent registered public accountants and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknessesdeficiencies, 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 informationdata; and (ii) any all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’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 Company, if any, have been identified to the Company’s Annual Report on Form 10-K for independent registered public accountants and are disclosed in the fiscal year ended December 31, 2010 (A) presents Pricing Disclosure Package and the conclusions by Final Offering Memorandum the Chief Executive Officer and Chief Financial Officer about the effectiveness date of the Company’s most recent evaluation of such disclosure controls and procedures as of December 31and internal controls, 2010 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 (B) discloses any change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended December 31, 2010 that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reportingmaterial weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification were correct as of the date of such certificationsare complete and correct; the Company and, to the knowledge of the Company, and the Company’s directors and officers 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.

Disclosure and Control Procedures. The 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 Company, including its consolidated subsidiaries, is made known to the Company’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 Company’s independent registered public accountants and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses, 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 information; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; the Company’s Annual Quarterly Report on Form 10-K Q for the fiscal year quarter ended December 31June 30, 2010 2013 (A) presents the conclusions by the Chief Executive Officer and Chief Financial Officer about the effectiveness of the Company’s disclosure controls and procedures as of December 31June 30, 2010 2013 and (B) discloses any change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended December 31June 30, 2010 2013 that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification were correct as of the date of such certifications; the Company and, to the knowledge of the Company, the Company’s directors and officers 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.

Disclosure and Control Procedures. The Company has Parent 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 CompanyParent and EPL, including its their respective consolidated subsidiaries, is made known to the CompanyParent’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 CompanyParent’s and EPL’s independent registered public accountants and the Audit Committee of the Board of Directors of the Company Parent and EPL, respectively, have been advised of: (i) all significant deficiencies and material weaknessesdeficiencies, if any, in the design or operation of internal controls which could adversely affect the CompanyParent’s ability or EPL’s ability, respectively, to record, process, summarize and report financial informationdata; and (ii) any all fraud, if any, whether or not material, that involves management or other employees who have a role in the CompanyParent’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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (AAct) presents the conclusions by the Chief Executive Officer and Chief Financial Officer about the effectiveness of the CompanyParent or EPL, if any, have been identified to the Parent’s or EPL’s independent registered public accountants, respectively, and are disclosed in the Pricing Disclosure Package and the Final Offering Memorandum; since the date of the most recent evaluation of such disclosure controls and procedures as of December 31and internal controls, 2010 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 (B) discloses any change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended December 31, 2010 that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reportingmaterial weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company Parent and EPL have made all certifications required by the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification were correct as of the date of such certificationsare complete and correct; the Company andParent, to EPL and the knowledge of the Company, the CompanyParent’s and EPL’s respective directors and officers are each in compliance in all material respects with all applicable effective provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations of the Commission promulgated thereunder.