Common use of Internal Accounting Controls Clause in Contracts

Internal Accounting Controls. The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplement, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Company and its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplement, the Company’s internal control over financial reporting is effective and none of the Company, its board the Board of directors Directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board Board of directors Directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board Board of directors Directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company and its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplement, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries Subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Company and its subsidiaries each of the Subsidiaries maintain a system of effective internal accounting controls control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplement, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest Company’s most recent audited fiscal year, there has been (1) no change material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods independent auditors and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements Audit Committee of the Exchange Rules and the Company’s board of directors and/or have been advised of: (i) all significant deficiencies, if any, in the audit committee has adopted a charter that satisfies the requirements design or operation of the Exchange RulesCompany’s internal control over financial reporting; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal control over financial reporting; all material weaknesses, if any, in the Company’s internal control over financial reporting have been identified to the Company’s independent auditors.

Internal Accounting Controls. The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplementset forth on Schedule 3.1(q), the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Company and its subsidiaries Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States Canadian Securities Laws and IFRS and to maintain accountability for assets; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability accounting for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus The Company and the Prospectus Supplement, the Company’s its Subsidiaries’ internal control over financial reporting (as defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act and within the meaning of Canadian Securities Laws) is effective in all material respects and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “there has been no material weaknesses” (each as defined by the Public Company Accounting Oversight Board) weakness in its their internal control over financial reporting, or any fraud, whether or not material, that involves management or reporting other employees of the Company and its subsidiaries who have a significant role than as set forth in the Company’s internal controls; and since Incorporated Documents. Since the end date of the latest audited fiscal year, consolidated financial statements included or incorporated by reference in the Pricing Prospectuses and the Prospectuses there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting other than as disclosed in the documents incorporated by reference in the Prospectuses. The Company’s board of directors has, subject to the exceptions, cure periods Company and the phase its Material Subsidiaries maintain disclosure controls and procedures (as such term is defined in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of Rules 13a-15(e) and 15d-15(e) under the Exchange Rules Act and within the Company’s board meaning of directors and/or the audit committee has adopted a charter Canadian Securities Laws) that satisfies comply with the requirements of the Exchange RulesAct and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Such disclosure controls and procedures are effective in all material respects. There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. (a) The Company and its subsidiaries each of the Subsidiaries maintain a system of internal accounting controls meeting the requirements of Section 13(b)(2) of the Exchange Act and sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles in the United States and to maintain accountability for the Company’s assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus . (b) The Company maintains a system of internal accounting controls it has established and the Prospectus Supplement, the Company’s internal control over financial reporting is effective maintains and none of the Company, its board of directors evaluates “disclosure controls and audit committee is aware of any “significant deficiencies” or “material weaknessesprocedures” (each as such term is defined by in Rule 13a-15 and 15d-15 under the Public Company Accounting Oversight BoardExchange Act) in its and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that (i) material information relating to the Company and its Subsidiaries is made known to the management of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certificates required by the Exchange Act with respect to documents required to be filed by the Company with the SEC, and (ii) the Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end date of the latest audited fiscal yearmost recent evaluation of such disclosure controls and procedures and internal controls, there has have been no change significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. The principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in each such certification are complete and correct; the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules Subsidiaries and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements and officers are each in compliance in all material respects with all applicable effective provisions of the Exchange RulesXxxxxxxx-Xxxxx Act and the rules and regulations of the SEC and the NYSE promulgated thereunder.

Internal Accounting Controls. The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus SupplementProspectus, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Company and its subsidiaries maintain a system of internal accounting controls sufficient designed to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplement, the Company’s internal control over financial reporting is believed to be effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Acquiror Company and its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances assurance that (ia) transactions are executed in accordance with management’s general or specific authorization; authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; asset accountability, (iiic) access to assets is permitted only in accordance with management’s general or specific authorization; , and (ivd) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as The Acquiror Company has established disclosure controls and procedures for the Acquiror Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Acquiror Company in the Registration Statementreports it submits under the Exchange Act is recorded, processed, summarized and reported within the Prospectus time periods specified in the Commission’s rules and the Prospectus Supplement, the forms. The Acquiror Company’s internal control over financial reporting is effective and none certifying officers have evaluated the effectiveness of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Acquiror Company’s internal controls; disclosure controls and since procedures as of the end of the latest audited fiscal yearperiods covered by the Acquiror Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Acquiror Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there has have been no change changes in the Acquiror Company’s 's internal control over financial reporting (whether or not remediatedas such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Acquiror Company’s 's internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. (a) The Company and its subsidiaries Partnership Entities maintain effective “internal control over financial reporting” (as defined in Rule 13a-15 of the Exchange Act Regulations). The Partnership Entities maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States GAAP and to maintain accountability for assetsasset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents and is in compliance in all material respects with the SEC’s published rules, regulations and guidelines applicable thereto. Except as disclosed described in the Registration StatementSEC Documents, since the Prospectus and the Prospectus Supplement, the Company’s internal control over financial reporting is effective and none first day of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over Partnership’s most recent fiscal year for which audited financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role statements are included in the Company’s internal controls; and since the end of the latest audited fiscal yearSEC Documents, there has been (A) no change material weakness (as defined in Rule 1-02 of Regulation S-X of the SEC) in the CompanyPartnership’s internal control over financial reporting (whether or not remediated), and (B) no fraud, whether or not material, involving management or other employees who have a role in the Partnership’s internal control over financial reporting and, since the end of the Partnership’s most recent fiscal year for which audited financial statements are included in the SEC Documents, there has been no change in the Partnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyPartnership’s internal control over financial reporting. . (b) The CompanyPartnership’s independent public accountants and the General Partner’s board of directors hashave been advised of all material weaknesses, subject to if any, and significant deficiencies (as defined in Rule 1-02 of Regulation S-X of the exceptionsSEC), cure periods and the phase in periods specified if any, in the applicable stock exchange rules (“Exchange Rules”)Partnership’s internal control over financial reporting or of all fraud, validly appointed an audit committee to oversee if any, whether or not material, involving management or other employees who have a role in the Partnership’s internal accounting controls whose composition satisfies over financial reporting, in each case that occurred or existed, or was first detected, at any time during the applicable requirements three most recent fiscal years covered by the audited financial statements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange RulesPartnership or at any time subsequent thereto.

Internal Accounting Controls. The Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company and its subsidiaries Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States applicable U.S. Securities Laws and U.S. GAAP and to maintain accountability for assets; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability accounting for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration StatementProspectus and on Schedule 3.1(s), the Prospectus Company and the Prospectus Supplement, the Company’s its Subsidiaries’ internal control over financial reporting (as defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act and within the meaning of Canadian Securities Laws) is effective in all material respects and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “there has been no material weaknesses” (each as defined by the Public Company Accounting Oversight Board) weakness in its their internal control over financial reporting, or any fraud, whether or not material, that involves management or reporting other employees of the Company and its subsidiaries who have a significant role than as set forth in the Company’s internal controls; Incorporated Documents. Except as disclosed in the Prospectus and on Schedule 3.1(s), since the end date of the latest audited fiscal year, consolidated financial statements included or incorporated by reference in the Base Prospectus and the Prospectus there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified reporting other than as disclosed in the applicable stock exchange rules (“Exchange Rules”documents incorporated by reference in the Prospectus. Except as disclosed in the Prospectus and on Schedule 3.1(s), validly appointed an audit committee to oversee internal accounting the Company and its Material Subsidiaries maintain disclosure controls whose composition satisfies the applicable requirements of and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Rules Act and within the Company’s board meaning of directors and/or the audit committee has adopted a charter Canadian Securities Laws) that satisfies comply with the requirements of the Exchange Rules.Act and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those

Internal Accounting Controls. The Company and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit the preparation of financial statements by the Company in conformity with U.S. GAAP and [Japanese GAAP/accounting principles generally accepted accounting principles in the United States Japan], as applicable, and to maintain accountability for assetsasset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement is accurate. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus SupplementProspectus, nothing has come to the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees attention of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and that has caused it to believe that, since the end of the latest Company’s most recent audited fiscal year, any of the Company or any consolidated subsidiary has experienced any material difficulties with regard to clauses (A) through (E) above. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no change material weakness as defined in AS 2201, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” of the Public Company Accounting Oversight Board in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors hasCompany and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act or the FIEA is recorded, subject to processed, summarized and reported, within the exceptions, cure periods and the phase in time periods specified in the applicable stock exchange rules (“Exchange Rules”)and regulations under the 1934 Act or the FIEA, validly appointed an audit committee as the case may be, and is accumulated and communicated to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rulesmanagement, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Internal Accounting Controls. The Company and its subsidiaries the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus SupplementSEC Reports, the Company’s internal control over financial reporting is effective and none of the Company, its board Board of directors Directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries or the Subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board Board of directors Directors has, subject to the exceptions, cure periods and the phase phase-in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board Board of directors Directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange RulesRules in respect of the audit committee.

Internal Accounting Controls. The Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company and its subsidiaries Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States Canadian Securities Laws and GAAP and to maintain accountability for assets; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability accounting for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration StatementProspectus and on Schedule 3.1(s), the Prospectus Company and the Prospectus Supplement, the Company’s its Subsidiaries’ internal control over financial reporting (as defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act and within the meaning of Canadian Securities Laws) is effective in all material respects and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “there has been no material weaknesses” (each as defined by the Public Company Accounting Oversight Board) weakness in its their internal control over financial reporting, or any fraud, whether or not material, that involves management or reporting other employees of the Company and its subsidiaries who have a significant role than as set forth in the Company’s internal controls; Incorporated Documents. Except as disclosed in the Prospectus and on Schedule 3.1(s), since the end date of the latest audited fiscal year, consolidated financial statements included or incorporated by reference in the most recent Preliminary Prospectus and the Prospectus there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified reporting other than as disclosed in the applicable stock exchange rules (“Exchange Rules”documents incorporated by reference in the Prospectus. Except as disclosed in the Prospectus and on Schedule 3.1(s), validly appointed an audit committee to oversee internal accounting the Company and its Material Subsidiaries maintain disclosure controls whose composition satisfies the applicable requirements of and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Rules Act and within the Company’s board meaning of directors and/or the audit committee has adopted a charter Canadian Securities Laws) that satisfies comply with the requirements of the Exchange RulesAct and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Except as disclosed in the Prospectus and on Schedule 3.1(s), such disclosure controls and procedures are effective in all material respects. Except as disclosed in the Prospectus and on Schedule 3.1(s), there is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. The Each of the Company and its subsidiaries maintain the Subsidiaries is in material compliance with all provisions of the Sarbanes Oxley Act of 2002 which are presently applicable to it and intends to comply with other applicable provisions of the Xxxxxxxx-Xxxxx Act that may become effective and applicable, and the rules and regulations promulgated thereunder, upon the effectiveness and applicability of such provisions with respect to the Company. Each of the Company and the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorization; authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States GAAP and to maintain accountability for assets; asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Company has established disclosure controls and procedures (as disclosed defined in Exchange Act Rules 13a-14 and 15d-14) for the Registration StatementCompany and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the Prospectus and certifying officers by others within those entities. The Company’s certifying officers have evaluated the Prospectus Supplement, effectiveness of the Company’s internal control over financial reporting is effective controls and none procedures as of December 31, 2006 (such date, the “Evaluation Date”). The Company presented in its Quarterly Report on Form 10-QSB for the quarter ended December 31, 2006 the conclusions of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by certifying officers about the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees effectiveness of the Company disclosure controls and its subsidiaries who procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have a significant role been no changes in the Company’s internal controls; and since controls (within the end meaning of Item 308 of Regulation S-K under the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediatedExchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified except as disclosed in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange RulesSEC Reports.

Internal Accounting Controls. The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Preliminary Prospectus and the Prospectus SupplementProspectus, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Company and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit the preparation of financial statements by the Company in conformity with generally accepted accounting principles in the United States U.S. GAAP and Japanese GAAP, as applicable, and to maintain accountability for assetsasset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement is accurate. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus SupplementProspectus, nothing has come to the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees attention of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and that has caused it to believe that, since the end of the latest Company’s most recent audited fiscal year, any of the Company or any consolidated subsidiary has experienced any material difficulties with regard to clauses (A) through (E) above. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no change material weakness as defined in Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” of the Public Company Accounting Oversight Board in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors hasCompany and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act or the FIEA is recorded, subject to processed, summarized and reported, within the exceptions, cure periods and the phase in time periods specified in the applicable stock exchange rules (“Exchange Rules”)and regulations under the 1934 Act or the FIEA, validly appointed an audit committee as the case may be, and is accumulated and communicated to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rulesmanagement, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Internal Accounting Controls. The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplement, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (taking into account that management is allowed under SEC guidance to exclude a recently acquired business’s internal controls from its assessment for the relevant transition period). The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus SupplementSEC Reports, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company and its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus SupplementSEC Reports, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have has a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Company and its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplement, the Company’s internal control over financial reporting is effective and none of the Company, its board Board of directors Directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries subsidiary who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board Board of directors Directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board Board of directors Directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Company and its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as may be disclosed in the Registration Statement, the Prospectus and the Prospectus SupplementCompany’s SEC Reports, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries Subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Company and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit the preparation of financial statements by the Company in conformity with generally accepted accounting principles in the United States U.S. GAAP and Japanese GAAP, as applicable, and to maintain accountability for assetsasset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement is accurate. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus SupplementProspectus, nothing has come to the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees attention of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and that has caused it to believe that, since the end of the latest Company’s most recent audited fiscal year, any of the Company or any consolidated subsidiary has experienced any material difficulties with regard to clauses (A) through (E) above. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no change material weakness as defined in AS 2201, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” of the Public Company Accounting Oversight Board in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors hasCompany and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act or the FIEA is recorded, subject to processed, summarized and reported, within the exceptions, cure periods and the phase in time periods specified in the applicable stock exchange rules (“Exchange Rules”)and regulations under the 1934 Act or the FIEA, validly appointed an audit committee as the case may be, and is accumulated and communicated to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rulesmanagement, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Internal Accounting Controls. The Company and its subsidiaries Partnership Entities maintain effective “internal control over financial reporting” (as defined in Rule 13a-15 of the Exchange Act Regulations). The Partnership Entities maintain a system of internal accounting controls sufficient to provide reasonable assurances that (ia) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States GAAP and to maintain accountability for assetsasset accountability; (iiic) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivd) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (e) the interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the SEC Documents is in compliance in all material respects with the SEC’s published rules, regulations and guidelines applicable thereto. Except as disclosed described in the Registration StatementSEC Documents, since the Prospectus and the Prospectus Supplement, the Company’s internal control over financial reporting is effective and none first day of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over Partnership’s most recent fiscal year for which audited financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role statements are included in the Company’s internal controls; and since the end of the latest audited fiscal yearSEC Documents, there has been (i) no change material weakness (as defined in Rule 1-02 of Regulation S-X of the SEC) in the CompanyPartnership’s internal control over financial reporting (whether or not remediated), and (ii) no fraud, whether or not material, involving management or other employees who have a role in the Partnership’s internal control over financial reporting and, since the end of the Partnership’s most recent fiscal year for which audited financial statements are included in the SEC Documents, there has been no change in the Partnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyPartnership’s internal control over financial reporting. The CompanyPartnership’s independent public accountants and the General Partner’s board of directors hashave been advised of all material weaknesses, subject to if any, and significant deficiencies (as defined in Rule 1-02 of Regulation S-X of the exceptionsSEC), cure periods and the phase in periods specified if any, in the applicable stock exchange rules (“Exchange Rules”)Partnership’s internal control over financial reporting or of all fraud, validly appointed an audit committee to oversee if any, whether or not material, involving management or other employees who have a role in the Partnership’s internal accounting controls whose composition satisfies over financial reporting, in each case that occurred or existed, or was first detected, at any time during the applicable requirements three most recent fiscal years covered by the audited financial statements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange RulesPartnership or at any time subsequent thereto.

Internal Accounting Controls. The Except as disclosed in the Prospectus and on Schedule 3.1(s), the Company and its subsidiaries Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States Canadian Securities Laws and GAAP and to maintain accountability for assets; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability accounting for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration StatementProspectus and on Schedule 3.1(s), the Prospectus Company and the Prospectus Supplement, the Company’s its Subsidiaries’ internal control over financial reporting (as defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act and within the meaning of Canadian Securities Laws) is effective in all material respects and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “there has been no material weaknesses” (each as defined by the Public Company Accounting Oversight Board) weakness in its their internal control over financial reporting, or any fraud, whether or not material, that involves management or reporting other employees of the Company and its subsidiaries who have a significant role than as set forth in the Company’s internal controls; Incorporated Documents. Except as disclosed in the Prospectus and on Schedule 3.1(s), since the end date of the latest audited fiscal year, consolidated financial statements included or incorporated by reference in the most recent Preliminary Prospectus and the Prospectus there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified reporting other than as disclosed in the applicable stock exchange rules (“Exchange Rules”documents incorporated by reference in the Prospectus. Except as disclosed in the Prospectus and on Schedule 3.1(s), validly appointed an audit committee to oversee internal accounting the Company and its Material Subsidiaries maintain disclosure controls whose composition satisfies the applicable requirements of and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Rules Act and within the Company’s board meaning of directors and/or the audit committee has adopted a charter Canadian Securities Laws) that satisfies comply with the requirements of the Exchange RulesAct and Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Material Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Except as disclosed in the Prospectus and on Schedule 3.1(s), such disclosure controls and procedures are effective in all material respects. Except as disclosed in the Prospectus and on Schedule 3.1(s), there is and has been no failure on the part of the Company or, to the ​ Company’s knowledge, any of its directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

Internal Accounting Controls. The Company and its subsidiaries the Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplement, the The Company’s internal control over financial reporting is effective and none of the Company, its board Board of directors Directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries or the Subsidiary who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board Board of directors Directors has, subject to the exceptions, cure periods and the phase phase-in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board Board of directors Directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange RulesRules in respect of the audit committee.

Internal Accounting Controls. The Company and its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus SupplementSEC Reports, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase phase-in periods specified in the applicable stock exchange rules NASDAQ Marketplace Rules (“Exchange Rules”)) and the Exchange Act and rules and regulations of the Commission thereunder, validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

Internal Accounting Controls. The Company and its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and or the Prospectus Supplement, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries Subsidiaries who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.