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) The Company and each of its Subsidiaries maintains disclosure controls and procedures designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC. (b) The Company (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting (as such terms are defined in Rule 13a-15 and 15d-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to, and since the Applicable Date, have been reasonably designed to, ensure that all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act. (c) 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 September 30, 2020, and such assessment concluded that such control was effective in accordance with such Section 404. (d) Since the Applicable Date, the Company has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting by its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the Audit Committee, (i) any “significant deficiencies” in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and Audit Committee any “material weaknesses” in internal control over financial reporting, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. (e) From the Applicable Date to the date of this Agreement, no complaints regarding material violations or deficiencies regarding the Company’s accounting, internal accounting controls or auditing matters have been reported in writing to the Audit Committee by the Company’s head of internal audit.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company maintains “disclosure controls and each of its Subsidiaries maintains procedures,” required by Rule 13a-15 or 15d-15 under the Exchange Act, and such disclosure controls and procedures 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 on a timely basis within the time periods specified in the SEC’s rules and forms to the individuals responsible for the preparation of the Company’s filings with the SEC. (b) The Company (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting (as such terms are defined designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in Rule 13a-15 accordance with GAAP and 15d-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s disclosure controls includes policies and procedures are reasonably designed to, that (i) pertain to the maintenance of records that in reasonable detail accurately and since fairly reflect the Applicable Date, have been reasonably designed to, ensure that all material information relating to transactions and dispositions of the assets of the Company, including its consolidated Subsidiaries, required (ii) provide reasonable assurance that transactions are recorded as necessary to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the permit preparation of the consolidated financial statements in accordance with GAAP, and that receipts and expenditures of the Company included are being made only in accordance with authorizations of management of the Company Reports to allow and the Company Board and (iii) provide reasonable assurance regarding prevention or timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 detection of unauthorized acquisition, use or 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 disposition of the Sxxxxxxx-Xxxxx Actassets of the Company that could have a material effect on its financial statements. (c) 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 SxxxxxxxXxxxxxxx-Xxxxx Act for the fiscal year ended September June 30, 2020, and such assessment concluded that such control structure was effective effective. Since such date, there have been no changes in accordance with such Section 404the 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 the Applicable DateJanuary 1, 2017, the Company has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting by its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the Audit Committee, (i) any “significant deficiencies” deficiencies in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and Audit Committee any “material weaknesses” weaknesses in internal control over financial reporting, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial informationreporting. (e) From the Applicable Date to the date of this AgreementSince January 1, 2017, no material complaints from any source regarding material violations or deficiencies regarding the Company’s accounting, internal accounting controls or auditing matters matters, and to the Company’s Knowledge, no concerns from Company Employees regarding questionable accounting or auditing matters, have been reported in writing 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 head whistleblower hotline or equivalent system for receipt of internal auditemployee concerns regarding possible violations of Law. (f) Since January 1, 2017, 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 Representatives, in each case in such capacities, to the Company’s chief legal officer, Audit Committee (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) The Company has established and each of its Subsidiaries maintains “disclosure controls and procedures procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) that are designed to ensure provide reasonable assurance that information (both financial and non-financial) required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC. (b) The Company (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting (as such terms are defined in Rule 13a-15 and 15d-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to, and since the Applicable Date, have been reasonably designed to, ensure that all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Company required by Rule 13a-14 or 15d-14 under the Exchange Act and pursuant with respect to Sections 302 and 906 such reports. As of December 31, 2006, there were no “material weaknesses” in Company’s or any of the Sxxxxxxx-Xxxxx Act. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s Company Subsidiaries’ internal control over financial reporting in compliance with the requirements of controls as contemplated under Section 404 of the Sxxxxxxx-Xxxxx Act for the fiscal year ended September 30, 2020, and such assessment concluded that such control was effective in accordance with such Section 404. (d) Since the Applicable Date, the Act. Company has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) by its chief executive officer and its chief financial officer prior to the date of this Agreementofficer, to the Company’s auditors and the Audit Committee, audit committee of the Company Board (ia) any “significant deficiencies” deficiencies in the design or operation of its internal controls control over financial reporting that are reasonably expected likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and Audit Committee audit committee of the Company Board any “material weaknesses” weaknesses in its internal control over financial reporting, reporting and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since the date of Company’s most recent evaluation of internal control over financial reporting, to the knowledge of Company, no facts or circumstances have arisen or occurred that would be required to be disclosed to Company’s auditors or Company’s audit committee regarding (x) a significant deficiency in the design or operation of its Subsidiaries’ internal controls control over financial reporting, (y) a material weakness in its internal control over financial reporting or (z) fraud, whether or not material, that are reasonably likely to adversely affect the involves management or other employees who have a significant role in Company’s ability to record, process, summarize and report internal control over financial informationreporting. (e) From the Applicable Date to the date of this Agreement, no complaints regarding material violations or deficiencies regarding the Company’s accounting, internal accounting controls or auditing matters have been reported in writing to the Audit Committee by the Company’s head of internal audit.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company and each of its Subsidiaries maintains maintains, and, at all times since the Applicable Date, has maintained, “disclosure controls and procedures procedures” required and as defined by Rule 13a-15 and Rule 15d-15, as applicable, under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed by in the Company Reports is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the Company’s filings with the SEC. (b) The Company (with respect to itself and its consolidated Subsidiaries) maintains a system of “internal control over financial reporting reporting” (as such terms are defined in Rule 13a-15 and 15d-15 under the Exchange Act) designed to provide reasonable assurance (i) that transactions are recorded as required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s disclosure controls necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and procedures are reasonably designed to, and since the Applicable Date, have been reasonably designed to, ensure that all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by expenditures of the Company are being made only in accordance with authorizations of management of the reports that it files Company and the Company Board and (iii) regarding prevention or submits under timely detection of the Exchange Act is accumulated and communicated to unauthorized acquisition, use or disposition of the Company’s principal executive officer, its principal financial officer and the Company’s Subsidiaries’ properties or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Actassets. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act for the fiscal year ended September 30December 31, 20202022, and such assessment concluded that such control was effective in accordance with such Section 404. (d) Since the Applicable Date, the those controls were effective. The Company has disclosed, based on the its most recent evaluation of its disclosure controls and procedures and the Company’s internal control over financial reporting by its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors independent registered public accounting firm and the Audit Committee, Committee (i) any “significant deficiencies” deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably expected likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and Audit Committee any “material weaknesses” in internal control over financial reporting, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or its Subsidiaries’ the internal accounting controls over financial reporting that are reasonably likely to adversely affect utilized by the Company and the Company’s ability Subsidiaries. The Company has made available to record, process, summarize and report financial information. (e) From the Applicable Date Parent a summary of any such disclosure made by management to the date of this Agreement, no complaints regarding material violations or deficiencies regarding the Company’s accounting, internal independent registered public accounting controls or auditing matters have been reported in writing to firm and the Audit Committee by since the Company’s head of internal auditApplicable Date.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company and each of its Subsidiaries maintains maintains, and, at all times since the Applicable Date, has maintained “disclosure controls and procedures procedures” required and as defined by Rule 13a-15 and Rule 15d-15, as applicable, under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed by in the Company Reports is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the Company’s filings with the SEC. (b) The Company (with respect to itself and its consolidated Subsidiaries) maintains a system of “internal control over financial reporting reporting” (as such terms are defined in Rule 13a-15 and 15d-15 under the Exchange Act) designed to provide reasonable assurance (i) that transactions are recorded as required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s disclosure controls necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and procedures are reasonably designed to, and since the Applicable Date, have been reasonably designed to, ensure that all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by expenditures of the Company are being made only in accordance with authorizations of management of the reports that it files Company and the Company Board and (iii) regarding prevention or submits under timely detection of the Exchange Act is accumulated and communicated to unauthorized acquisition, use or disposition of the Company’s principal executive officer, its principal financial officer and the Company’s Subsidiaries’ properties or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Actassets. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act for the fiscal year ended September 30December 31, 20202022, and such assessment concluded that such control was effective in accordance with such Section 404. (d) Since the Applicable Date, the those controls were effective. The Company has disclosed, based on the its most recent evaluation of its disclosure controls and procedures and the Company’s internal control over financial reporting by its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors independent registered public accounting firm and the Audit Committee, Committee (i) any “significant deficiencies” deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably expected likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and Audit Committee any “material weaknesses” in internal control over financial reporting, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or its Subsidiaries’ the internal accounting controls over financial reporting that are reasonably likely to adversely affect utilized by the Company and the Company’s ability Subsidiaries. The Company has made available to record, process, summarize Public Parent and report financial information. (e) From the Applicable Date Parent a summary of any such disclosure made by management to the date of this Agreement, no complaints regarding material violations or deficiencies regarding the Company’s accounting, internal independent registered public accounting controls or auditing matters have been reported in writing to firm and the Audit Committee by since the Company’s head of internal auditApplicable Date.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company and each of its Subsidiaries maintains disclosure controls and procedures designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC. (b) The Company (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting (as such terms are defined in Rule 13a-15 and 15d-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to, and since the Applicable Date, have been reasonably designed to, ensure that all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) 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 SxxxxxxxXxxxxxxx-Xxxxx Act for the fiscal year ended September 30, 2020, and such assessment concluded that such control was effective in accordance with such Section 404. (d) Since the Applicable Date, the Company has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting by its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the Audit Committee, (i) any “significant deficiencies” in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and Audit Committee any “material weaknesses” in internal control over financial reporting, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. (e) From the Applicable Date to the date of this Agreement, no complaints regarding material violations or deficiencies regarding the Company’s accounting, internal accounting controls or auditing matters have been reported in writing to the Audit Committee by the Company’s head of internal audit.