Common use of Financial Statements and Controls Clause in Contracts

Financial Statements and Controls. (a) The consolidated financial statements of Parent and its Subsidiaries filed in or furnished with the Parent SEC Reports complied in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent has established, and maintains and enforces, a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent, (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 Parent are being made only in accordance with appropriate authorizations of management and the Parent Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries that could have a material effect on Parent’s financial statements. Except as disclosed in Parent SEC Reports filed with the SEC from and after the filing of the Parent Form-10K, neither Parent nor any of its Subsidiaries nor Parent’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parent, (B) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (C) any claim or allegation regarding clauses (A) and (B). (c) Parent has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent 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 SEC’s rules and forms and is accumulated and communicated to Parent’s management to allow timely decisions regarding required disclosure.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent Company SEC Reports complied in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent The Company has established, and maintains maintains, adheres to and enforces, enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe 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 Parent the Company are being made only in accordance with appropriate authorizations of management and the Parent Company Board and (iii) provide reasonable assurance regarding that prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries the Company that could have a material effect on Parentthe Company’s financial statements. Except as disclosed in Parent Company SEC Reports filed with the SEC from and after the filing of the Parent Form-10Company 10-K, neither Parent the Company nor any of its Subsidiaries nor Parent(including any employee thereof) nor, to the Knowledge of the Company, the Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f13a-15-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parentthe Company, (B) any fraud, whether or not material, that involves Parentthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent the Company or (C) any claim or allegation regarding any of clauses (A) and (B). (c) Parent The Company has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent 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 SEC’s rules and forms and is accumulated and communicated to Parentthe Company’s management to allow timely decisions regarding required disclosure. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any its Subsidiaries in the Company’s consolidated financial statements. (e) Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive material written complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any of its Subsidiaries has reported to the Company Board or any committee thereof or to any director or executive officer of the Company (i) evidence of a material violation of securities laws or (ii) breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents. (f) To the Company’s Knowledge, 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 applicable Laws of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary 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. (g) The Company is in compliance in all material respects with all effective provisions of the Xxxxxxxx-Xxxxx Act that apply to the Company and the applicable listing and corporate governance rules of Nasdaq.

Financial Statements and Controls. (a) The audited consolidated financial statements of Parent for the Target for the fiscal years ended December 31, 2005, December 31, 2004 and its Subsidiaries filed December 31, 2003 and any other financial statements included in or furnished with the Parent SEC Reports complied Public Documents during such fiscal years including, in all material respects with all applicable accounting requirements each case, the related notes thereto and the published rules report by the Target’s auditors thereon and regulations the related Management’s Discussion and Analysis for such periods and all financial statements and Management’s Discussion and Analysis of the SEC with respect thereto and they Target which are or have been publicly disseminated by the Target in respect of any subsequent periods prior to the Effective Time will be or have been, as the case may be, prepared in accordance with all applicable Laws and Canadian GAAP consistently applied during on a basis consistent with prior periods and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Target and the Subsidiaries on a consolidated basis as at the respective dates indicated and the results of operation of the Target and its Subsidiaries, taken as a whole (on a consolidated basis) as of the respective dates thereof and for the periods covered thereby and at reflect reserves required by Canadian GAAP in respect of all material contingent liabilities, if any, of the dates involved (Target and its Subsidiaries on a consolidated basis. There has been no material change in the Target’s accounting policies, except as may be indicated described in the notes thereto and, in to the case of unaudited interim Target’s financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q)since December 31, and fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto2005. (b) Parent has established, and maintains and enforces, a system The management of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that Target has: (i) require implemented disclosure controls and procedures to ensure that information material to the maintenance of records that in reasonable detail accurately and fairly reflect Target, including information relating to its Subsidiaries, is made known to the transactions and dispositions management of the assets Target by others within those entities, which disclosure controls and procedures are, given the size of Parentthe Target and the nature of its business, effective at the reasonable assurance level in timely alerting the Target’s principal executive officer and its principal financial officer to material information required to be included in the Public Documents, and (ii) provide reasonable assurance that transactions are recorded as necessary not, based on its most recent evaluation, determined there to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent are being made only in accordance with appropriate authorizations of management and the Parent Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries that could have a material effect on Parent’s financial statements. Except as disclosed in Parent SEC Reports filed with the SEC from and after the filing of the Parent Form-10K, neither Parent nor be any of its Subsidiaries nor Parent’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parent, (B) any fraud, whether or not material, materially fraudulent action that involves Parent’s management or other employees who have a significant role in the preparation of Target’s internal control over financial statements reporting or reported on such fraud to the Target’s outside auditors or the internal accounting controls utilized by Parent or (C) any claim or allegation regarding clauses (A) and (B)audit committee of the Board of Directors. (c) Parent Since December 31, 2002: (i) neither the Target nor any of the Subsidiaries nor, to the Target’s knowledge, any director, officer, employee, auditor, accountant or representative of the Target or any of the Subsidiaries has established received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Target or any of the Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that the Target or any of the Subsidiaries has engaged in questionable accounting or auditing practices; and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Actii) to ensure that information required the Target’s knowledge, no attorney representing the Target or any of the Subsidiaries, whether or not employed by the Target or any of its Subsidiaries, has reported evidence of a material violation of applicable Laws, material breach of fiduciary duty or similar violation by the Target, any of the Subsidiaries or any of their respective officers, directors, employees or agents to be disclosed by Parent in the reports that it files Board of Directors or submits under any committee thereof or to any director or officer of the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management to allow timely decisions regarding required disclosureTarget.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent Company SEC Reports complied complied, and in the case of consolidated financial statements to be filed in or furnished with Company SEC Reports after the date hereof, will comply, as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been or will be, as the case may be, prepared in accordance with GAAP consistently applied by the Company during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects respects, or will fairly present in all material respects, as the case may be, the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent The Company has establishedestablished and maintains, adheres to and maintains and enforces, enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe Company and its Subsidiaries, (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 Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent the Company and its Subsidiaries that could have a material effect on Parentthe Company’s financial statements. Except as disclosed in Parent SEC Reports filed with Neither the SEC from and after the filing of the Parent Form-10K, neither Parent Company nor any of its Subsidiaries (including any employee thereof) nor Parentthe Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f13a-15-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parentthe Company and its Subsidiaries, (B) any fraud, whether or not material, that involves Parentthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent the Company and its Subsidiaries or (C) any claim or allegation regarding clauses (A) and (B)any of the foregoing. (c) Parent The Company has established and maintains effective disclosure controls and procedures (as such terms are defined in required by Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) Act that are designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any its Subsidiaries in the Company’s consolidated financial statements. (e) Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (f) To the Company’s Knowledge, 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 applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary 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. (g) The Company is in compliance in all material respects with all applicable criteria for continued listing and the corporate governance rules of Nasdaq. (h) The Company has provided to Parent certain financial information requested by Parent in order to determine any foreign antitrust filings that may be required, including (i) the total revenues by country derived by the Company and its Subsidiaries during the last completed fiscal year based on ship-to revenues (i.e., revenues based on the location of the customer) and (ii) a list of countries in which the Company has significant assets (i.e., Subsidiaries, divisions or other significant operations), and all such information provided to Parent is complete and accurate in all material respects. (i) The Company has provided to Parent copies of all SAB 99 memoranda, reports, white papers or similar documents prepared by, on behalf of or for the benefit of the Company.

Financial Statements and Controls. (a) The consolidated financial statements of Parent and its Subsidiaries filed in or furnished with the Parent SEC Reports complied complied, and in the case of consolidated financial statements to be filed in or furnished with Parent SEC Reports after the date hereof, will comply, as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been or will be, as the case may be, prepared in accordance with GAAP consistently applied by Parent during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects respects, or will fairly present in all material respects, as the case may be, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent has establishedestablished and maintains, adheres to and maintains and enforces, enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of ParentParent and its Subsidiaries, (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 Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries that could have a material effect on Parent’s financial statements. Except as disclosed in Parent SEC Reports filed with the SEC from and after the filing of the Parent Form-10K, neither Neither Parent nor any of its Subsidiaries (including any employee thereof) nor Parent’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by ParentParent and its Subsidiaries, (B) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent and its Subsidiaries or (C) any claim or allegation regarding clauses (A) and (B)any of the foregoing. (c) Parent has established and maintains disclosure controls and procedures (as such terms are defined in Rule required by Rules 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) Act that are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. (d) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving Parent or any its Subsidiaries in Parent’s consolidated financial statements. (e) The Company is in compliance in all material respects with all applicable criteria for continued listing and the corporate governance rules of the New York Stock Exchange.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent SEC Reports complied in all material respects with all applicable accounting requirements and (i) at the published rules and regulations of the SEC with respect thereto and time they have been were filed were prepared in accordance with GAAP then in effect consistently applied by the Company during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Qthereto), and (ii) fairly present in all material respects the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in except that the case of unaudited interim financial statements, statements were subject to normal and year-end audit adjustments which were not material in amount or effect, (iii) in all material respects been prepared from and in accordance with and accurately reflect the consolidated financial position and books and records of the Company and its Subsidiaries as permitted by GAAP of the dates thereof and (iv) complied with as to form in all material respects with the applicable published rules and regulations of the SEC and any other adjustments expressly described therein, including the notes then in effect with respect thereto. (b) Parent The Company has established, established and maintains disclosure controls and enforcesprocedures (as such terms are defined in Rule 13a-15 under the Exchange Act), which are effective in providing reasonable assurances that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (c) The Company and each of its Subsidiaries have established and maintains a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act) which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe Company and its Subsidiaries, (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 Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Board and Company Board, (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent the Company and its Subsidiaries that could have a material effect on Parent’s financial statementsSubsidiaries. Except as disclosed in Parent SEC Reports filed with Neither the SEC from and after the filing of the Parent Form-10K, neither Parent Company nor any of its Subsidiaries nor Parentnor, to the Company’s Knowledge, the Company’s independent auditors has or any Employees have identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parentthe Company and its Subsidiaries, (B) any fraud, whether or not material, that involves Parentthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent the Company and its Subsidiaries or (C) any claim or allegation regarding clauses (A) any of the foregoing and (B)iv) ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities. (cd) Parent Neither the Company nor any of its Subsidiaries is a party to, or has established any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and maintains any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) of any material transaction involving the Company or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent any its Subsidiaries in the reports Company’s consolidated financial statements. (e) To the Company’s Knowledge, (i) neither the Company nor any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that it files the Company or submits under any of its Subsidiaries has engaged in any accounting or auditing practices in violation of applicable Law, and (ii) no current or former attorney representing the Exchange Company or any of its Subsidiaries has reported in writing evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (f) To the Company’s Knowledge, (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 is recordedby the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has discharged, processeddemoted, summarized and reported within suspended, threatened, harassed or in any other manner discriminated against an employee of the time periods specified Company or any of its Subsidiaries in the SEC’s rules terms and forms conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (g) The Company is in compliance in all material respects with all applicable and is accumulated effective provisions of the Xxxxxxxx-Xxxxx Act and communicated to Parent’s management to allow timely decisions regarding required disclosurethe Xxxx-Xxxxx Act.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent Company SEC Reports complied in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent The Company has established, and maintains maintains, adheres to and enforces, enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe 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 Parent the Company are being made only in accordance with appropriate authorizations of management and the Parent Company Board and (iii) provide reasonable assurance regarding that prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries the Company that could have a material effect on Parentthe Company’s financial statements. Except as disclosed in Parent Company SEC Reports filed with the SEC from and after the filing of the Parent Form-10Company 10-K, neither Parent the Company nor any of its Subsidiaries nor Parent(including any employee thereof) nor, to the Knowledge of the Company, the Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f13a-15-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parentthe Company, (B) any fraud, whether or not material, that involves Parentthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent the Company or (C) any claim or allegation regarding any of clauses (A) and (B). (c) Parent The Company has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent 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 SEC’s rules and forms and is accumulated and communicated to Parentthe Company’s management to allow timely decisions regarding required disclosure. (d) Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive material written complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any of its Subsidiaries has reported to the Company Board or any committee thereof or to any director or executive officer of the Company (i) evidence of a material violation of securities laws or (ii) breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents. (e) To the Company’s Knowledge, 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 applicable Laws of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary 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. (f) The Company is in compliance in all material respects with all effective provisions of the Xxxxxxxx-Xxxxx Act that apply to the Company and the applicable listing and corporate governance rules of Nasdaq, except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent SEC Reports complied in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been or will be, as the case may be, prepared in accordance with GAAP consistently applied by the Company during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Qthereto), and fairly present in all material respects respects, or will present in all material respects, as the case may be, the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent The Company and each of its Subsidiaries has established, established and maintains and enforces, a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe Company and its Subsidiaries, (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 Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent the Company and its Subsidiaries that could have a material effect on Parent’s financial statementsSubsidiaries. Except as disclosed in Parent SEC Reports filed with Neither the SEC from and after the filing of the Parent Form-10K, neither Parent Company nor any of its Subsidiaries (including any employee thereof) nor Parentto the Company’s Knowledge the Company’s independent auditors has have identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parentthe Company and its Subsidiaries, (B) any fraud, whether or not material, that involves Parentthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent the Company and its Subsidiaries or (C) any claim or allegation regarding clauses (A) and (B)any of the foregoing. (c) Parent Neither the Company nor any of its Subsidiaries is a party to, or has established any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and maintains any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) of any material transaction involving the Company or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent any its Subsidiaries in the reports Company’s consolidated financial statements. (d) To the Company’s Knowledge, (i) neither the Company nor any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that it files the Company or submits under any of its Subsidiaries has engaged in any accounting or auditing practices in violation of applicable Law and (ii) no current or former attorney representing the Exchange Company or any of its Subsidiaries has reported in writing evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (e) To the Company’s Knowledge, (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 is recordedby the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has discharged, processeddemoted, summarized and reported within suspended, threatened, harassed or in any other manner discriminated against an employee of the time periods specified Company or any of its Subsidiaries in the SEC’s rules terms and forms conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (f) The Company is in compliance in all material respects with all applicable and is accumulated effective provisions of the Xxxxxxxx-Xxxxx Act and communicated to Parent’s management to allow timely decisions regarding required disclosurethe Xxxx-Xxxxx Act.

Financial Statements and Controls. (a) The consolidated financial Company has delivered to Parent copies of (i) the audited balance sheets of the Company as at December 31, 2012, 2011 and 2010 and the related audited statements of Parent income and its Subsidiaries filed in or furnished with cash flows of the Parent SEC Reports complied Company for the years then ended, and related audit reports of Xxxxxx, Xxxxxxx & Xxxxxx, (ii) the unaudited balance sheet of the Company as at June 30, 2013 (the “Interim Balance Sheet”) and the related statements of income and cash flows of the Company for the six (6) month period then ended (such audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). Each of the Financial Statements is complete and correct in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have respects, has been prepared in accordance with GAAP consistently applied during by the Company without modification of the accounting principles used in the preparation thereof throughout the periods and at the dates involved presented (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), noted therein) and presents fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated position, results of operations and cash flows of the Company as at the dates and for the periods then ended, subject, indicated therein subject in the case of the unaudited interim financial statements, statements to the absence of footnotes and other supplemental information that would be required by GAAP and to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations adjustments. The balance sheet of the SEC Company as at December 31, 2012 audited by Xxxxxx, Xxxxxxx & Xxxxxx is referred to herein as the “Balance Sheet”, December 31, 2012 is referred to as the “Balance Sheet Date” and any other adjustments expressly described thereinJune 30, including 2013 is referred to as the notes thereto“Interim Balance Sheet Date”. (b) Parent has establishedAll books, records and accounts of the Company are accurate and complete in all material respects, and are maintained in all material respects in accordance with applicable Laws. The Company maintains and enforces, a system systems of internal accounting controls which sufficient to provide reasonable assurances that: (i) transactions are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements executed in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent, management’s general or specific authorization; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance conformity with GAAP, GAAP and that receipts and expenditures of Parent are being made to maintain accountability for assets; (iii) access to assets is permitted only in accordance with appropriate authorizations of management and the Parent Board management’s general or specific authorization; and (iiiiv) provide the recorded accountability for assets is compared with the actual levels at reasonable assurance regarding prevention or timely detection of unauthorized acquisitionintervals and appropriate action is taken with respect to any differences. (c) The financial projections and business plan provided by the Company to Parent prior to the date hereof were reasonably prepared in good faith based on management’s reasonable estimates, use or disposition assumptions and judgments, at the time prepared, as to the future financial performance of the assets Company. (d) Each of Parent the Company’s principal executive officer and its Subsidiaries principal financial officer have disclosed to the auditors that could have a material effect on Parent’s prepared the audited financial statements. Except as disclosed statements referred to in Parent SEC Reports filed with Section 3.6(a) the SEC from and after existence at any time since the filing commencement of business by the Parent Form-10KCompany, neither Parent nor any of its Subsidiaries nor Parent’s independent auditors has identified or been made aware to their Knowledge, of (Ai) any significant deficiency in the design or material weakness operation of the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) promulgated 13a-15 under the Exchange Act) in and (ii) the system occurrence since such date of internal accounting controls utilized by Parent, (B) any fraud, whether or not material, that involves Parent’s management or other employees who have a significant role in the preparation of Company’s internal control over financial statements or the internal accounting controls utilized by Parent or (C) any claim or allegation regarding clauses (A) and (B)reporting. (c) Parent has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent 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 SEC’s rules and forms and is accumulated and communicated to Parent’s management to allow timely decisions regarding required disclosure.

Financial Statements and Controls. (a) The consolidated financial statements of Parent and its Subsidiaries filed in or furnished with the Parent SEC Reports complied complied, and in the case of consolidated financial statements to be filed in or furnished in Parent SEC Reports after the date hereof, will comply, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been or will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects respects, or will fairly present in all material respects, as the case may be, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent has established, and maintains and enforces, a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of ParentParent and its Subsidiaries, (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 Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries that could have a material effect on Parent’s 's financial statements. Except as disclosed in Parent SEC Reports filed with the SEC from and after the filing of the Parent Form-10K, neither Neither Parent nor any of its Subsidiaries nor Parent’s 's independent auditors has identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by ParentParent and its Subsidiaries, (B) any fraud, whether or not material, that involves Parent’s 's management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent and its Subsidiaries or (C) any claim or allegation regarding clauses (A) and (B)any of the foregoing. (c) Parent has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent 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 SEC’s 's rules and forms and is accumulated and communicated to Parent’s 's management to allow timely decisions regarding required disclosure. (d) Since January 1, 2006, neither Parent nor any of its Subsidiaries nor, to Parent's Knowledge, any director, officer, employee, auditor, accountant, consultant or representative of Parent or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. Since January 1, 2006, no current or former attorney representing Parent or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent Board or any committee thereof or to any director or executive officer of Parent. (e) To Parent's Knowledge, no employee of Parent 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 applicable Laws of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any director, officer, employee, contractor, subcontractor or agent of Parent or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent 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.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent SEC Reports complied in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been or will be, as the case may be, prepared in accordance with GAAP consistently applied by the Company during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Qthereto), and fairly present in all material respects respects, or will present in all material respects, as the case may be, the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent The Company and each of its Subsidiaries has established, established and maintains and enforces, a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe Company and its Subsidiaries, (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 Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent the Company and its Subsidiaries that could have a material effect on Parent’s financial statementsSubsidiaries. Except as disclosed in Parent SEC Reports filed with Neither the SEC from and after the filing of the Parent Form-10K, neither Parent Company nor any of its Subsidiaries (including any employee thereof) nor Parentto the Company’s Knowledge the Company’s independent auditors has have identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parentthe Company and its Subsidiaries, (B) any fraud, whether or not material, that involves Parentthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent the Company and its Subsidiaries or (C) any claim or allegation regarding clauses (A) and (B)any of the foregoing. (c) Parent Neither the Company nor any of its Subsidiaries is a party to, or has established any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and maintains any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the -26- purpose or effect of such arrangement is to avoid disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) of any material transaction involving the Company or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent any its Subsidiaries in the reports Company’s consolidated financial statements. (d) To the Company’s Knowledge, (i) neither the Company nor any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that it files the Company or submits under any of its Subsidiaries has engaged in any accounting or auditing practices in violation of applicable Law and (ii) no current or former attorney representing the Exchange Company or any of its Subsidiaries has reported in writing evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (e) To the Company’s Knowledge, (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 is recordedby the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has discharged, processeddemoted, summarized and reported within suspended, threatened, harassed or in any other manner discriminated against an employee of the time periods specified Company or any of its Subsidiaries in the SEC’s rules terms and forms conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (f) The Company is in compliance in all material respects with all applicable and is accumulated effective provisions of the Xxxxxxxx-Xxxxx Act and communicated to Parent’s management to allow timely decisions regarding required disclosurethe Xxxx-Xxxxx Act.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent SEC Reports complied (including the Company Financial Information) and any related notes thereto, in all material respects with all applicable accounting requirements each case (i) have been (and the published rules and regulations of the SEC will be, with respect thereto and they have been to SEC Reports filed or furnished after the date hereof) prepared in accordance with GAAP consistently applied by the Company during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Qthereto), and (ii) fairly present in all material respects (and will present, with respect to SEC Reports filed or furnished after the date hereof), the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations operations, comprehensive income (loss), convertible preferred stock and stockholders (deficit) equity and cash flows for the periods then ended, subject(iii) in all material respects have been prepared from and are in accordance with and accurately reflect the consolidated financial position and books and records of the Company and its Subsidiaries as of the dates thereof and (iv) complied with or will comply with, in as the case of unaudited interim financial statementsmay be, as to normal and year-end audit adjustments as permitted by GAAP and form in all material respects with the applicable published rules and regulations of the SEC and any other adjustments expressly described therein, including the notes with respect thereto. (b) Parent The Company has established, established and maintains disclosure controls and enforcesprocedures (as such terms are defined in Rule 13a-15 under the Exchange Act), which are effective in ensuring that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (c) The Company and each of its Subsidiaries has established and maintains a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act) which are effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe Company and its Subsidiaries, (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 Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Board and Company Board, (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent the Company and its Subsidiaries that could have a material effect on Parent’s financial statementsSubsidiaries. Except as disclosed in Parent SEC Reports filed with the SEC from and after the filing of the Parent Form-10KSince January 1, 2013, neither Parent the Company nor any of its Subsidiaries nor Parentto the Company’s Knowledge the Company’s independent auditors has have identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parentthe Company and its Subsidiaries, (B) any fraud, whether or not material, that involves Parentthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent the Company and its Subsidiaries or (C) any claim or allegation regarding clauses (A) any of the foregoing and (B)iv) ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities. (cd) Parent Neither the Company nor any of its Subsidiaries is a party to, or has established any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and maintains any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) of any material transaction involving the Company or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent any its Subsidiaries in the reports Company’s consolidated financial statements. (e) Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that it files the Company or submits under any of its Subsidiaries has engaged in any accounting or auditing practices in violation of applicable Law, other than any complaint, allegation, assertion or claim arising after the Exchange Act date of this Agreement with respect to which the audit committee, after good faith investigation, has made a good faith determination that such complaint, allegation, assertion or claim is recordedimmaterial. Since January 1, processed2013, summarized no current or former attorney representing the Company or any of its Subsidiaries has reported in writing evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (f) To the Company’s Knowledge, since January 1, 2013 (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, in each case of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act, by the Company or any of its Subsidiaries, other than any complaint, allegation, assertion or claim arising after the date of this Agreement with respect to which the audit committee, after good faith investigation, has made a good faith determination that such complaint, allegation, assertion or claim is immaterial and reported within (ii) neither the time periods specified 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 SEC’s rules terms and forms conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (g) The Company is in compliance in all material respects with all applicable and is accumulated effective provisions of the Xxxxxxxx-Xxxxx Act and communicated to Parent’s management to allow timely decisions regarding required disclosurethe Xxxx-Xxxxx Act.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent Company SEC Reports complied in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been prepared in accordance with GAAP generally accepted accounting principles, as applied in the United States (“GAAP”), consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, ended subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent has established, and The Company maintains and enforces, a system of internal accounting controls which that are effective in providing intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements that: (i) transactions are executed in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentmanagement’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of Parent are being made (iii) access to assets is permitted only in accordance with appropriate authorizations of management and the Parent Board management’s general or specific authorization, and (iiiiv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the recorded accountability for assets of Parent and its Subsidiaries that could have a material effect on Parent’s financial statements. Except as disclosed in Parent SEC Reports filed is compared with the SEC from existing assets at reasonable intervals and after the filing of the Parent Form-10K, neither Parent nor appropriate action is taken with respect to any of its Subsidiaries nor Parent’s independent auditors has identified or been made aware of (A) any differences. No significant deficiency or material weakness (as defined was identified in Rule 13a-15(f) promulgated under the Exchange Act) in the system management’s assessment of internal accounting controls utilized by Parentas of June 30, 2008 (B) nor has any fraud, whether such deficiency or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (C) any claim or allegation regarding clauses (A) and (Bweakness since been identified). (c) Parent has established and maintains The Company’s “disclosure controls and procedures procedures” (as such terms are defined in Rule Rules 13a-15(e) or Rule and 15d-15(e) promulgated under the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC’s rules and forms of the SEC, and (ii) all such information is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosuredisclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2006, there has been no “significant deficiency” or “material weakness” in the Company’s internal controls over financial reporting. (e) The audit committee of the Company Board includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the Xxxxxxxx-Xxxxx Act. To the Knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics by any such person.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent Company SEC Reports complied complied, and in the case of consolidated financial statements to be filed in or furnished in Company SEC Reports after the date hereof, will comply, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been or will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects respects, or will fairly present in all material respects, as the case may be, the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent The Company has established, and maintains and enforces, a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe Company and its Subsidiaries, (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 Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent the Company and its Subsidiaries that could have a material effect on Parent’s the Company's financial statements. Except as disclosed in Parent SEC Reports filed with Neither the SEC from and after the filing of the Parent Form-10K, neither Parent Company nor any of its Subsidiaries nor Parent’s the Company's independent auditors has identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f13a-15-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parentthe Company and its Subsidiaries, (B) any fraud, whether or not material, that involves Parent’s the Company's management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent the Company and its Subsidiaries or (C) any claim or allegation regarding clauses (A) and (B)any of the foregoing. (c) Parent The Company has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent 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 SEC’s 's rules and forms and is accumulated and communicated to Parent’s the Company's management to allow timely decisions regarding required disclosure. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any its Subsidiaries in the Company's consolidated financial statements. (e) Since January 1, 2006, neither the Company nor any of its Subsidiaries nor, to the Company's Knowledge, any director, officer, employee, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. Since January 1, 2006, no current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (f) To the Company's Knowledge, 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 applicable Laws of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary 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. (g) The Company is in compliance in all material respects with all effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent Company SEC Reports complied complied, and in the case of consolidated financial statements to be filed in or furnished in Company SEC Reports after the date hereof, will comply, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been or will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects respects, or will fairly present in all material respects, as the case may be, the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent The Company has established, and maintains and enforces, a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe Company and its Subsidiaries, (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 Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent the Company and its Subsidiaries that could have a material effect on Parentthe Company’s financial statements. Except as disclosed in Parent SEC Reports filed with Neither the SEC from and after the filing of the Parent Form-10K, neither Parent Company nor any of its Subsidiaries nor Parentthe Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f13a-15-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parentthe Company and its Subsidiaries, (B) any fraud, whether or not material, that involves Parentthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent the Company and its Subsidiaries or (C) any claim or allegation regarding clauses (A) and (B)any of the foregoing. (c) Parent The Company has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent 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 SEC’s rules and forms and is accumulated and communicated to Parentthe Company’s management to allow timely decisions regarding required disclosure. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any its Subsidiaries in the Company’s consolidated financial statements. (e) Since January 1, 2006, neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. Since January 1, 2006, no current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (f) To the Company’s Knowledge, 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 applicable Laws of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary 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. (g) The Company is in compliance in all material respects with all effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq.

Financial Statements and Controls. (a) The consolidated financial statements of Parent and its Subsidiaries filed in or furnished with the Parent SEC Reports complied complied, and in the case of consolidated financial statements to be filed in or furnished in Parent SEC Reports after the date hereof, will comply, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been or will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects respects, or will fairly present in all material respects, as the case may be, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent has established, and maintains and enforces, a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of ParentParent and its Subsidiaries, (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 Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries that could have a material effect on Parent’s financial statements. Except as disclosed in Parent SEC Reports filed with the SEC from and after the filing of the Parent Form-10K, neither Neither Parent nor any of its Subsidiaries nor Parent’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by ParentParent and its Subsidiaries, (B) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent and its Subsidiaries or (C) any claim or allegation regarding clauses (A) and (B)any of the foregoing. (c) Parent has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) to ensure that information required to be disclosed by Parent 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 SEC’s rules and forms and is accumulated and communicated to Parent’s management to allow timely decisions regarding required disclosure. (d) Since January 1, 2006, neither Parent nor any of its Subsidiaries nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, consultant or representative of Parent or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. Since January 1, 2006, no current or former attorney representing Parent or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent Board or any committee thereof or to any director or executive officer of Parent. (e) To Parent’s Knowledge, no employee of Parent 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 applicable Laws of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any director, officer, employee, contractor, subcontractor or agent of Parent or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent 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.

Financial Statements and Controls. (a) The Except as set forth in Section 2.8(a) of the Disclosure Schedule, the consolidated financial statements of Parent the Company and its Subsidiaries filed in or furnished with the Parent Company SEC Reports (i) complied in all material respects respects, as of their respective filing dates with the SEC, with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been thereto, (ii) were prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and (iii) fairly present in all material respects the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent The Company has established, and maintains and enforces, a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of consolidated financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe Company and its Subsidiaries, (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 Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent the Company and its Subsidiaries that could have a material effect on Parentthe Company’s financial statements. Except as disclosed set forth in Parent SEC Reports filed with the SEC from and after the filing Section 2.8(b) of the Parent Form-10KDisclosure Schedule, neither Parent the Company nor any of its Subsidiaries (including any employee thereof) nor Parentthe Company’s independent auditors has identified or been made aware by the Company or its Subsidiaries of (A) any significant deficiency or material weakness (as defined in Rule 13a-15(f13a-15-15(f) promulgated under the Exchange Act) in the system of internal accounting controls utilized by Parentthe Company and its Subsidiaries, (B) any fraud, whether or not material, that involves Parentthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent the Company and its Subsidiaries or (C) any pending or, to the Company’s Knowledge, threatened claim or allegation regarding clauses (A) and (B)any of the foregoing. (c) Parent The Company has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) that are designed at a reasonable assurance level and are effective to ensure provide reasonable assurance that information required to be disclosed by Parent 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 SEC’s rules and forms forms, and that such information is accumulated and communicated to Parentthe Company’s management management, including the Company’s chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any its Subsidiaries in the Company’s consolidated financial statements. (e) Except as set forth in Section 2.8(e) of the Disclosure Schedule, to the Company’s Knowledge, since January 1, 2006, (i) it has not received any substantive complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (f) Except as set forth in Section 2.8(f) of the Disclosure Schedule, to the Company’s Knowledge, since January 1, 2006, 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 applicable Laws of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary 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. (g) The Company is in compliance in all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of NYSE Alternext US, Inc.

Financial Statements and Controls. (a) The consolidated financial statements of Parent the Company and its Subsidiaries and Solar SPEs filed in or furnished with the Parent Company SEC Reports complied in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and they have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly present in all material respects the consolidated financial position of Parent the Company and its Subsidiaries and Solar SPEs as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in each case to any filing of financial statements for the same period in subsequent Company SEC Reports, and in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and any other adjustments expressly described therein, including the notes thereto. (b) Parent The Company has established, and maintains maintains, adheres to and enforces, enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe Company and its Subsidiaries and Solar SPEs, (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 Parent the Company and its Subsidiaries and Solar SPEs are being made only in accordance with appropriate authorizations of management and the Parent Company Board and (iii) provide reasonable assurance regarding that prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and the Company or any of its Subsidiaries or Solar SPEs that could have a material effect on Parentthe Company’s financial statements. Except as disclosed in Parent SEC Reports filed with the SEC from and after the filing Neither any executive officer of the Parent Form-10KCompany nor, neither Parent nor to the Company’s Knowledge, any executive officer of its Subsidiaries nor Parent(including, to the Company’s Knowledge, any employee thereof) nor, to the Company’s Knowledge, the Company’s independent auditors has identified or been made aware of (A) since January 1, 2008, any “significant deficiency deficiency” or “material weakness weakness” (as defined in Rule 13a-15(f1-02(a)(4) of Regulation S-X promulgated under by the Exchange ActSEC) in the system of internal accounting controls utilized by Parentthe Company, or (B) any fraud, whether or not material, that involves Parentthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (C) any claim or allegation regarding clauses (A) and (B)the Company. (c) Parent The Company has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act) to which ensure that information required to be disclosed by Parent 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 SEC’s rules and forms and is accumulated and communicated to Parentthe Company’s management to allow timely decisions regarding required disclosure. (d) Neither the Company nor any of its Subsidiaries or Solar SPEs is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries or Solar SPEs, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any its Subsidiaries or Solar SPEs in the Company’s consolidated financial statements. (e) Neither the Company nor any of its Subsidiaries or Solar SPEs nor, to the Company’s Knowledge, any director or employee of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries or Solar SPEs has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any of its Subsidiaries or Solar SPEs has reported to the Company Board or any committee thereof or to any director or executive officer of the Company (i) evidence of a material violation of securities Laws or (ii) breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents. (f) To the Company’s Knowledge, no employee of the Company or any of its Subsidiaries or Solar SPEs 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 applicable Laws of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries or Solar SPEs. Neither the Company nor any of its Subsidiaries or Solar SPEs nor, to the Knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary or Solar SPE has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries or Solar SPEs in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (g) The Company is in compliance in all material respects with all effective provisions of the Xxxxxxxx-Xxxxx Act that apply to the Company and the applicable listing and corporate governance rules of Nasdaq.