Common use of Internal Accounting and Disclosure Controls Clause in Contracts

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system (excluding those acquired through the Company’s acquisitions of Consolidated Construction Solutions I LLC and Xxxxxxx Xxxxxxx Construction Group) maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that are effective to provide reasonable assurance assurances regarding the reliability of the financial reporting and the preparation of financial statements of the Company and its Subsidiaries for external purposes in accordance with GAAP, and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions are executed in accordance with management’s general or specific authorizationsand dispositions of the assets of the Company, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access provide reasonable assurance that transactions are recorded as necessary to assets or incurrence permit preparation of liabilities is permitted financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with management’s general or specific authorization authorizations of management and (iv) directors of the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differenceCompany. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, including controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountants, Governmental Entities or other Person relating to (x) any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries or (y) any fraud, whether or not material, that involves (or involved) the management or other employees of the Company or its Subsidiaries who have (or had) a significant role in the Company’s or its Subsidiaries’ internal controls.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in set forth on Schedule 3(cc3(z), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth on Schedule 3(z), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of subsidiaries maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries subsidiaries has received any notice or correspondence from any accountant or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiariessubsidiaries. There are no material disagreements presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person or any Governmental Authority relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries Subsidiaries, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP GAAP, consistently applied during the periods involved, and Applicable Law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Schedule 3(s), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries Subsidiaries, has received any written notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as otherwise disclosed in on Schedule 3(cc3(bb), the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as otherwise disclosed in on Schedule 3(cc3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except Other than as disclosed in Schedule 3(cc)the SEC Reports, the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except Other than as disclosed in Schedule 3(cc)the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Other than as disclosed in the SEC Reports, during the twelve months prior to the date hereof neither Closing Date, the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its SubsidiariesCompany.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as described in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in the Disclosure Schedule 3(cc)or in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the Disclosure Schedule or in the SEC Documents, during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in set forth on Schedule 3(cc3(ff), the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in set forth on Schedule 3(cc3(ff), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth on Schedule 3(ff), since the twelve months prior to filing of the date hereof Company’s 2022 Annual Report, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP GAAP, consistently applied during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 Xxx1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Schedule 3(aa), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls customary for the respective businesses of similar type and size as the Company and its Subsidiaries sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve (12) months prior to the date hereof hereof, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in on Schedule 3(cc3(bb)(i), the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in on Schedule 3(cc3(bb)(ii), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof Except as disclosed on Schedule 3(bb)(iii), neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as otherwise disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as otherwise disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECCommission, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as otherwise disclosed in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in set forth on Schedule 3(cc3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating r elating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed otherwise provided in Schedule 3(cc)the SEC Reports, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed otherwise provided in Schedule 3(cc)the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to Since the date hereof of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the Public Disclosure Documents, the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) that comply with the requirements of the 1934 Act and Canadian Securities Laws and have been designed by, or under the supervision of, the Company’s principal executive and principal financial officer, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the Public Disclosure Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxxapplicable Securities Laws) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act applicable Securities Law is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECapplicable Securities Law, as applicable, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act applicable Securities Laws is accumulated and communicated to the Company’s management, including its principal principal/chief executive officer or officers and its principal principal/chief financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to the date hereof Public Disclosure Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls control over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc3(bb), the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the Public Disclosure Documents, the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act and in National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings) that comply with the requirements of the 1934 Act and Canadian securities Laws and have been designed by, or under the supervision of, the Company's principal executive and principal financial officer, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the Public Disclosure Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxxapplicable Securities Laws) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act applicable Securities Law is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECapplicable Securities Law, as applicable, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act applicable Securities Laws is accumulated and communicated to the Company’s 's management, including its principal principal/chief executive officer or officers and its principal principal/chief financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to the date hereof Public Disclosure Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or Governmental Entity relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls control over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of subsidiaries maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries subsidiaries has received any notice or correspondence from any accountant or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiariessubsidiaries. There are no material disagreements presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for accounting of assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in set forth on Schedule 3(cc3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person or any Governmental Authority relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc), the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Schedule 3(cc), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the Company’s Form 10-K for the year ended December 31, 2007 and any of the Company’s Form 10-Q’s covering periods in 2008, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to Company’s Form 10-K for the date hereof year ended December 31, 2007 and any of the Company’s Form 10-Qs covering periods in 2008, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of Company’s internal accounting controls of the Company or any of its Subsidiariescontrol over financial reporting.

Internal Accounting and Disclosure Controls. Except Other than as disclosed in Schedule 3(cc)the SEC Reports, the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements Financial Statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except Other than as disclosed in Schedule 3(cc)the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Other than as disclosed in the SEC Reports, during the twelve months prior to the date hereof neither Closing Date, the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its SubsidiariesCompany.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP GAAP, consistently applied during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 Xxx1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the SEC Documents, during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in set forth on Schedule 3(cc), the Company and each of its Subsidiaries maintain Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in set forth on Schedule 3(cc), the Company Parent maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company Parent in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Parent in the reports that it files or submits under the 1934 Act is accumulated and communicated to the CompanyParent’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth on Schedule 3(cc), during the twelve months prior to the date hereof neither Closing Date, none of the Company nor any of its Companies or Subsidiaries has received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its the Companies or Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)Part II, Item 9A of the 2005 10-K and in Part I, Item 4 of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006, each as amended, with respect to deficiencies and weaknesses in controls and procedures,, the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Schedule 3(bb), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the SEC Documents, during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the Public Disclosure Documents, the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act and in National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings) that comply with the requirements of the Exchange Act and Canadian securities Laws and have been designed by, or under the supervision of, the Company's principal executive and principal financial officer, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the Public Disclosure Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxxapplicable securities Laws) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act applicable securities Law is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECapplicable securities Law, as applicable, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act applicable securities Laws is accumulated and communicated to the Company’s 's management, including its principal principal/chief executive officer or officers and its principal principal/chief financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to the date hereof Public Disclosure Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or Governmental Entity relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls control over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the SEC Documents, during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries Subsidiaries, if any, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP GAAP, consistently applied during the periods involved and Applicable Law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Schedule 3(aa), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries Subsidiaries, if any, has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries, if any.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Schedule 3(aa), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the SEC Documents related to the Borrower’s and its Subsidiaries’ consolidated financial statements for the year ended December 31, 2020, the Company Borrower and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (ia) transactions are executed in accordance with management’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iiic) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization, and (ivd) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the Company maintains The Borrower and each of its Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are to the best of their knowledge, effective in ensuring that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is accumulated and communicated to the CompanyBorrower’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth on Schedule 5.22, during the twelve (12) months prior to the date hereof neither Closing Date, none of the Company Credit Parties nor any of its their Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company Borrower or any of its Subsidiaries. None of the Credit Parties has any knowledge of any fraud that involves management or other employees who have a significant role in the Borrower’s or its Subsidiaries’ internal controls.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a- 15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in set forth on Schedule 3(cc3(aa), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency (which significant deficiency has not been subsequently resolved) in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc), the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Schedule 3(cc), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except Other than as disclosed in Schedule 3(cc)the SEC Reports, the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except Other than as disclosed in Schedule 3(cc)the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Other than as disclosed in the SEC Reports, during the twelve months prior to the date hereof neither a Closing Date, the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its SubsidiariesCompany.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Schedule 3(cc), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed described in Schedule 3(ccItem 8A of the Company’s Annual Report on Form 10-KSB filed with the SEC on January 18, 2008 and in Part I, Item 3 of the Company’s Quarterly Report on Form 10-QSB filed with the SEC on February 14, 2008 (collectively, the “Controls Disclosures”), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as described in the Controls Disclosures, during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in set forth on Schedule 3(cc3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth on Schedule 3(bb), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the SEC Documents, during the twelve months prior to the date hereof hereof, neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in on Schedule 3(cc3(bb), the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in on Schedule 3(cc3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 XxxSecurities Exchange Act of 1934, as amended (the “Exchange Act”) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and authorization, (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencedifference and (v) the interactive data in XBRL included in the Form 10-Qs and 10-K contained in the SEC Documents (as such terms are defined in the Registration Rights Agreement) fairly present the information called for in all material respects and are prepared in accordance with the SEC’s rules and guidelines applicable thereto. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Material Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Material Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Material Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed described in Schedule 3(ccItem 8A of the Company’s Annual Report on Form 10-KSB filed with the SEC on January 18, 2008 and in Part I, Item 3 of each of the Company’s Quarterly Reports on Form 10-QSB filed with the SEC on February 14, 2008, May 15, 2008 and August 14, 2008 (collectively, the “Controls Disclosures”), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as described in the Controls Disclosures, during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except Other than as disclosed in Schedule 3(cc3(bb), the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Other than as disclosed in Schedule 3(bb), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)7.30 related to the Borrower’s and its Subsidiaries’ consolidated financial statements for the period ended June 30, 2014, the Company Borrower and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the Company maintains The Borrower and each of its Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are to the best of their knowledge, effective in ensuring that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is accumulated and communicated to the CompanyBorrower’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve (12) months prior to the date hereof Closing Date, neither the Company Borrower nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company Borrower or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in set forth on Schedule 3(cc3(bb), the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in set forth on Schedule 3(cc3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof Except as set forth on Schedule 3(bb), neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, including without limitation in Item 9A of the Company’s most recently filed Annual Report on Form 10-K, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, including without limitation in Item 9A of the Company’s most recently filed Annual Report on Form 10-K, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the twelve months prior to SEC Documents, including without limitation in Item 9A of the date hereof Company’s most recently filed Annual Report on Form 10-K, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed Other than any material weaknesses related to revenues and accounts receivable balances described in Schedule 3(cc)the Company’s Annual Report on Form 10-K for the year ended March 31, 2011, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed Other than any material weaknesses related to revenues and accounts receivable balances described in Schedule 3(cc)the Company’s Annual Report on Form 10-K for the year ended March 31, 2011, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as described in the twelve months prior to SEC Documents, since the date hereof neither end of the Company’s most recent audited fiscal year, (i) the Company nor any is not aware of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weaknessweakness in the Company’s internal control over financial reporting or disclosure controls and procedures (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting or disclosure controls and procedures has occurred that has materially and adversely affected, other than those material weaknesses disclosed in Schedule 3(cc)or is reasonably likely to materially and adversely affect, in any part of the system of Company’s internal accounting control over financial reporting or disclosure controls of the Company or any of its Subsidiariesand procedures.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except Other than as disclosed in Schedule 3(cc)the SEC Reports, the Company and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except Other than as disclosed in Schedule 3(cc)the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Other than as disclosed in the SEC Reports, during the twelve months prior to the date hereof neither Closing Date, the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its SubsidiariesCompany.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the Company’s Form 10-K for the year ended September 30, 2008 and any of the Company’s Form 10-Q’s covering periods in fiscal 2009, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to Company’s Form 10-K for the date hereof year ended September 30, 2008 and any of the Company’s Form 10-Qs covering periods in fiscal 2009, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of Company’s internal accounting controls of the Company or any of its Subsidiariescontrol over financial reporting.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the Company The Borrower and each of its Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the Company The Borrower maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company Borrower in the reports that it files would be required to file or submits submit under the 1934 Act after consummation of the IPO is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files would be required to file or submits submit under the 1934 Act is accumulated and communicated to the CompanyBorrower’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither Closing Date, none of the Company nor Borrower or any of its Subsidiaries has received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company Borrower or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 Xxx) that except as disclosed in the SEC Documents, are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses weakness not disclosed in Schedule 3(cc), the SEC Documents in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Material Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP Canadian generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 Xxx1934 Act and applicable Canadian Securities Laws) that are effective in ensuring provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act and the Canadian Securities Laws is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECSEC and the CSA, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act and the applicable Canadian Securities Laws is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Material Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Material Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)Item 9A of the Company’s most recent Annual Report on Form 10-K, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 Xxx1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc), the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the Company The Issuer and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that, (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the Company The Issuer maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company Issuer in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, including controls and procedures designed to ensure that information required to be disclosed by the Company Issuer in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the CompanyIssuer’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the SEC Documents, during the twelve months prior to the date hereof hereof, neither the Company Issuer nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company Issuer or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries Subsidiaries, on a consolidated basis, maintain a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the SEC Documents, during the twelve months prior to the date hereof hereof, neither the Company nor any of its domestic Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries Subsidiaries, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP GAAP, consistently applied during the periods involved, and Applicable Law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, including controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries Subsidiaries, has received any written notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP GAAP, consistently applied during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Schedule 3(aa), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed described in Schedule 3(cc)a Company Report, each member of the Company and each of its Subsidiaries maintain Orckit Group maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ia) transactions are executed in accordance with management’s 's general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iiic) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (ivd) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed described in Schedule 3(cc)a Company Report, the Company Orckit maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company Orckit in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, including controls and procedures designed to ensure that information required to be disclosed by the Company Orckit in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as described in a Company Report, during the twelve months prior to the date hereof neither no member of the Company nor any of its Subsidiaries Orckit Group has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of any member of the Company or any of its SubsidiariesOrckit Group.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof Except as disclosed in Schedule 3(cc), neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in described on Schedule 3(cc3(bb), the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in described on Schedule 3(cc3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof Except as described on Schedule 3(bb), neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient to provide control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective xx xxxxide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx1934 Act) that are effective in ensuring effectivx xx xxxuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and {AJF/SWJ/019170-000001/00939534} liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof hereof, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)6.26 related to the Borrower’s and its Subsidiaries’ consolidated financial statements for the period ended June 30, 2016, the Company Borrower and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the Company maintains The Borrower and each of its Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are to the best of their knowledge, effective in ensuring that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is accumulated and communicated to the CompanyBorrower’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve (12) months prior to the date hereof Closing Date, neither the Company Borrower nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company Borrower or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except , other than as disclosed in on Schedule 3(cc3(bb), the . The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure, other than as disclosed on Schedule 3(bb). During the twelve months prior to the date hereof neither Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries, other than as disclosed on Schedule 3(bb).

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as disclosed in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except Other than as disclosed in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in set forth on Schedule 3(cc3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof Except as set forth on Schedule 3(bb), neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company Parent and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company Parent maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 XxxExchange Act) that are effective in ensuring that information required to be disclosed by the Company Parent in the reports that it files or submits under the 1934 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Parent in the reports that it files or submits under the 1934 Exchange Act is accumulated and communicated to the CompanyParent’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Parent has implemented a plan to address the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), in any part of the system of its internal accounting controls of the Company or any of its Subsidiariesover financial reporting identified by Parent’s accountants and has taken such steps as are commercially reasonable to address such material weaknesses.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the SEC Documents, during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) xxxx xs effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 Xxx1934 Act) that are xxxx xre effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company and each of its Subsidiaries maintain a system of maintains internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed set forth in Schedule 3(cc)the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in the twelve months prior to the date hereof SEC Documents, neither the Company nor any of its Subsidiaries has received any written notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in set forth on Schedule 3(cc)5.23 related to the Borrower’s and its Subsidiaries’ consolidated financial statements for the period ended September 30, 2018, the Company Borrower and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (ia) transactions are executed in accordance with management’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iiic) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization, and (ivd) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the Company maintains The Borrower and each of its Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 0000 Xxx) that are to the best of their knowledge, effective in ensuring that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the 1934 Act is accumulated and communicated to the CompanyBorrower’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth on Schedule 5.23, during the twelve (12) months prior to the date hereof neither Closing Date, none of the Company Credit Parties nor any of its their Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company Borrower or any of its Subsidiaries. None of the Credit Parties has any knowledge of any fraud that involves management or other employees who have a significant role in the Borrower’s or its Subsidiaries’ internal controls.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP GAAP, consistently applied during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Schedule 3(aa), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the The Company and each of its Subsidiaries Subsidiaries, taken as a whole, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the 1000 0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During Except as set forth in Section 3(bb) of the Disclosure Letter, during the twelve (12) months prior to the date hereof neither the Company nor any of its Subsidiaries has have received any notice or correspondence from any accountant relating to any potential material weakness, other than those material weaknesses disclosed in Schedule 3(cc), weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.