Common use of Disclosure Controls and Procedures and Internal Control Over Financial Reporting Clause in Contracts

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Based on its most recent evaluation of its internal control over financial reporting that was presented and discussed by the Company Board prior to the date of this Agreement, neither the Company nor, to the Knowledge of the Company, its independent registered public accounting firm, has identified or been notified of (A) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data or (B) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company. (d) Since the Applicable Date until the date of this Agreement, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself maintains “disclosure controls and its consolidated Subsidiaries) has established procedures,” required by Rule 13a-15 or 15d-15 under the Exchange Act, and maintains such disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act are designed to ensure provide reasonable assurance that material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported with within the time periods specified in the SEC’s rules and forms, and all such information is communication forms to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActSEC. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Based The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the fiscal year ended June 30, 2020, and such assessment concluded that such control structure was effective. Since such date, there have been no changes in the Company’s internal control over financial reporting that, individually or in the aggregate, have materially and adversely affected, or would reasonably be expected to materially and adversely affect, the Company’s internal control over financial reporting. (d) Since January 1, 2017, the Company has disclosed, based on its the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting that was presented by its chief executive officer and discussed by the Company Board its chief financial officer prior to the date of this Agreement, neither the Company nor, to the Knowledge of Company’s auditors and the CompanyAudit Committee, its independent registered public accounting firm, has identified or been notified of (Ai) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of the its internal controls and procedures of the Company over financial reporting that are reasonably likely expected to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and has identified for the Company’s auditors and Audit Committee any material weaknesses in internal control over financial reporting, and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the Company’s internal controls control over financial reporting utilized reporting. (e) Since January 1, 2017, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and to the Company’s Knowledge, no concerns from Company Employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent (i) a correct and complete summary of any disclosure made by management to the Company’s auditors and Audit Committee contemplated by Section 5.7(d) since the Applicable Date, (ii) any material communication since the Applicable Date made by management or the Company’s auditors to the Audit Committee required or contemplated by listing standards of the NASDAQ, the Audit Committee’s charter or professional standards of the Public Company Accounting Oversight Board and (iii) a correct and complete summary of all material complaints or concerns relating to other matters made since the Applicable Date through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of Law. (df) Since the Applicable Date until the date of this AgreementJanuary 1, neither 2017, no attorney representing the Company noror 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 Representatives, in each case in such capacities, to the Knowledge of the Company’s chief legal officer, any Representative Audit Committee (or other committee of the Company has received any material complaint, allegation, assertion Board designated for the purpose) or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods Company Board pursuant to the rules adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any Company or its internal accounting controlspolicy contemplating such reporting, including in instances not required by those rules.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains disclosure -34- controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Based on its most recent evaluation of its internal control over financial reporting that was presented and discussed by the Company Board prior to the date of this Agreement, neither the Company nor, to the Knowledge of the Company, its independent registered public accounting firm, has identified or been notified of (A) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data or (B) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company. (d) Since the Applicable Date until the date of this Agreement, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established the Material Subsidiaries will maintain and maintains disclosure keep accurate books and records reflecting their assets and maintain internal accounting controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and includes including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial statements in accordance with GAAP and as may then be applicable, (iii) that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company management’s and the Company Board Company’s directors’ authorization, and (iiiiv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets of the Company that could have a material effect on its financial statements. (c) Based on its most recent evaluation . Except as otherwise described in the Company’s reports filed with the Commission and the Canadian Securities Regulators in order to exclude controls, policies and procedures of its internal control over financial reporting a business that was presented the Company acquired not more than 365 days before the last day of the period covered by a filing, the Company and discussed the Material Subsidiaries will maintain such controls and other procedures, including, without limitation, those required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and NI 52-109, and the applicable regulations thereunder that are designed to ensure that information required to be disclosed by the Company Board prior to the date of this Agreement, neither the Company nor, to the Knowledge of the Company, its independent registered public accounting firm, has identified or been notified of (A) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design reports that it files or operation of submits under the internal Exchange Act or Canadian securities laws is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or Canadian Securities Regulators’ rules and forms, including, without limitation, controls and procedures of designed to ensure that information required to be disclosed by the Company in the reports that are reasonably likely it files or submits under the Exchange Act or Canadian securities laws is accumulated and communicated to adversely affect the ability of the Company Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to record, process, summarize allow timely decisions regarding required disclosure and report financial data or (B) any fraud or allegation of fraud, whether or not material, to ensure that involves (or involved) the management of material information relating to the Company or other employees who have (or had) a significant role the Material Subsidiaries is made known to them by others within those entities, particularly during the period in the internal controls over financial reporting utilized by the Companywhich such periodic reports are being prepared. (d) Since the Applicable Date until the date of this Agreement, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains maintained disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act designed to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actdocuments. (b) The Since the Applicable Date, the Company maintains has maintained internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Based The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2019, and such assessment concluded that such control was effective. The Company’s independent registered public accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2019. (d) The Company has disclosed, based on its the most recent evaluation of its internal control over chief executive officer and its chief financial reporting that was presented and discussed by the Company Board officer prior to the date of this Agreement, neither to the Company’s auditors and the audit committee of the Company norBoard, to the Knowledge of the Company, its independent registered public accounting firm, has identified or been notified of (Ai) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of the its internal controls and procedures of the Company over financial reporting that are reasonably likely expected to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and has identified for the Company’s auditors and the audit committee of the Company Board any material weaknesses in internal control over financial reporting, and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the Company’s internal controls control over financial reporting utilized by the Companyreporting. (de) Since the Applicable Date until the date of this AgreementDate, neither the Company norno material complaints from any source regarding accounting, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the internal accounting controls or auditing practicesmatters, procedures, methodologies and no concerns from employees or methods other service providers of the Company or any of its internal Subsidiaries regarding questionable accounting controlsor auditing matters, have been received by the Company. The Company has made available to Parent (i) a correct and complete summary of any disclosure made by management to the Company’s auditors and the audit committee of the Company Board contemplated by Section 4.08(d) since the Applicable Date, (ii) any material communication since the Applicable Date made by management or the Company’s auditors to the audit committee of the Company Board required or contemplated by listing standards of the NASDAQ, the charter of the audit committee of the Company Board or professional standards of the Public Company Accounting Oversight Board and (iii) a correct and complete summary of all material complaints or concerns relating to other matters made since the Applicable Date through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of Law. (f) 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 violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Representatives to the Company’s chief legal officer, the audit committee of the Company Board (or other committee of the Company Board designated for the purpose) or the Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15effective to ensure, as applicableat a reasonable assurance level, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actdocuments. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Based The Company has disclosed, based on its the most recent evaluation of its internal control over chief executive officer and its chief financial reporting that was presented and discussed by the Company Board officer prior to the date of this Agreement, neither the Company nor, to the Knowledge of Company’s auditors and the CompanyAudit Committee, its independent registered public accounting firm, has identified or been notified of (Ai) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of the its internal controls and procedures of the Company over financial reporting that are reasonably likely expected to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and has identified for the Company’s auditors and Audit Committee any material weaknesses in internal control over financial reporting, and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the Company’s internal controls control over financial reporting utilized by the Companyreporting. (d) Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company Employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent (i) a summary of any disclosure made by management to the Company’s auditors and Audit Committee contemplated by Section 5.7(c) since the Applicable Date, (ii) any material communication since the Applicable Date until made by management or the date Company’s auditors to the Audit Committee required or contemplated by listing standards of this AgreementNASDAQ, neither the Audit Committee’s charter or professional standards of the Public Company Accounting Oversight Board and (iii) a summary of all material complaints or concerns relating to other matters made since the Applicable Date through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of Law. (e) No attorney representing the Company noror any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Representatives to the Knowledge of the Company’s chief legal officer, any Representative Audit Committee (or other committee of the Company has received any material complaint, allegation, assertion Board designated for the purpose) or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company or its internal accounting controlspolicy contemplating such reporting, including in instances not required by those rules. Since the Applicable Date, the Company has been and is in compliance in all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the listing and corporate governance rules and regulations of the NASDAQ.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains “disclosure controls and procedures required and procedures” (as defined by pursuant to Rule 13a-15 and 15d-15, as applicable, promulgated under the Exchange Act Act) that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes pursuant to the Exchange Act is recorded and reported with within the time periods specified in the SEC’s rules and forms, and all such information is communication forms of the SEC to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actdocuments. (b) The Company maintains “internal control over financial reporting required and reporting” (as defined by pursuant to Rule 13a-15 and 15d-15, as applicable, 15d-15 promulgated under the Exchange Act reasonably Act) that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could would reasonably likely to have a material effect on its financial statements. (c) Based The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2022, and such assessment concluded that such control was not effective. Since such date, except as disclosed in the Company’s Reports, there have been no changes in the Company’s internal control over financial reporting. The Company’s independent registered public accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company did not maintain effective internal control over financial reporting as of December 31, 2022. (d) The Company has disclosed, based on its the most recent evaluation of its internal control over chief executive officer and its chief financial reporting that was presented and discussed by the Company Board officer prior to the date of this Agreement, neither the Company nor, to the Knowledge of Company’s auditors and the CompanyAudit Committee, its independent registered public accounting firm, has identified or been notified of (Ai) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of the its internal controls and procedures of the Company over financial reporting that are reasonably likely expected to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and has identified for the Company’s auditors and Audit Committee any material weaknesses in internal control over financial reporting, and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the Company’s internal controls control over financial reporting utilized by the Companyreporting. (de) Since the Applicable Date until the date of this AgreementDate, neither the Company norno material written or, to the Knowledge of the Company, oral complaints from any Representative source regarding accounting, internal accounting controls or auditing matters, and no concerns from current or former Company Employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent (i) a correct and complete summary of any disclosure made by management to the Company’s auditors and Audit Committee contemplated by Section 5.7(d) since the Applicable Date, (ii) any material written or, to the Knowledge of the Company, oral communication since the Applicable Date made by management or the Company’s auditors to the Audit Committee required or contemplated by listing standards of the NASDAQ, the Audit Committee’s charter or professional standards of the Public Company Accounting Oversight Board and (iii) a correct and complete summary of all material complaints or concerns relating to other matters made since the Applicable Date through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of Law. (f) Since the Applicable Date, to the Knowledge of the Company, 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 violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Representatives to the Company’s chief legal officer, Audit Committee (or other committee of the Company has received Board designated for the purpose) or the Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any material complaintCompany policy contemplating such reporting, allegationincluding in instances not required by those rules. (g) To the Knowledge of the Company, assertion there are no SEC inquiries or claim investigations, other governmental inquiries or investigations or internal investigations pending or threatened regarding material deficiencies in the any accounting or auditing practices, procedures, methodologies or methods practices of the Company or its Subsidiaries. Since the Applicable Date, there has not been any internal investigation of the Company or any of its Subsidiaries regarding revenue recognition or other material accounting controlsor auditing issues discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Company Board or any committee thereof. Since the Applicable Date, to the Knowledge of the Company, (i) no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Laws of the type described in Section 806 of the Xxxxxxxx- Xxxxx Act by the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.