Common use of Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act Clause in Contracts

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as 11

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, respects with the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, including disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; , (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEapplicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Xxxxxxxx-Xxxxx Act of 2002 (“"SOX”"). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “"Internal Controls”") that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “"Audit Committee”") of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as 11defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, "Securities Laws" means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of "issuers" (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as 11defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe Prospectus, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable rules thereof and all applicable Exchange Rules. The Company maintains a system of “internal controlscontrols over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, procedures and internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), or any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)2002. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as set forth in the General Disclosure Package, the Company is and its Subsidiaries are in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, respects with the all provisions of Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)and the Exchange Rules applicable to the Company and its Subsidiaries. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by Company, since the Audit Committee (the “Audit Committee”) date of the Board in accordance with last audited financial statements of the rules of NYSE. The Company Company, has not publicly disclosed or reported to the Audit Committee or the Board Board, and (solely in respect of (x)(iii) below) is not currently aware of any event which could reasonably be expected to result in, (x)(i) a significant deficiency, (ii) a material weakness, (iii) a change in Internal Controls through the end of the current fiscal quarter or (iv) fraud involving management or other employees who have a significant role in Internal ControlsControls or (y) any matter which, any violation ofif determined adversely, or failure to comply with, the applicable Securities Laws (as 11would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as set forth in the General Disclosure Package and the Final Offering Circular, the Company is and its Board of Directors (the “Board”) are in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of “internal controls, including, but not limited to, disclosure controls and procedures, internal controls control over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls ” (collectively, as defined in Rule 13a-15(f) of the Exchange Act) (“Internal Controls”) that comply complies with the applicable Securities Laws (as defined below) and are is sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. generally accepted accounting principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Since March 31, 2011, the Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”). The Company maintains and its subsidiaries keep accurate books and records and maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company has no current reason to expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, material adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as set forth in the General Disclosure Package and the Final Offering Memorandum, the Company is and its Board of Directors (the “Board”) are in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of “internal controls, including, but not limited to, disclosure controls and procedures, internal controls control over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls ” (collectively, as defined in Rule 13a-15(f) of the Exchange Act) (“Internal Controls”) that comply complies with the applicable Securities Laws (as defined below) and are is sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. generally accepted accounting principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Since September 30, 2012, the Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is in compliance withCompany, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls reporting (as such term is defined in Rule 13a-15 of the Exchange Act) (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by Since the Audit Committee (Company’s initial public offering, the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee of the Board of Directors or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe Prospectus, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable rules thereof and all applicable Exchange Rules. The Company maintains a system of “internal controlscontrols over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, procedures and internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions EAST\42430474.3 #90596650v4 are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), or any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as set forth in the General Disclosure Package, the Company is and its subsidiaries are in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, respects with the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s its directors or officers, in their capacities as such, to comply, are in compliance in all material respects, respects with the all applicable provisions of Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)including Section 402 related to loans and Sections 302 and 906 related to certifications) and the Exchange Rules. The Company maintains (i) has taken all necessary steps to ensure that the Company will maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply complies with the applicable Securities Laws and (as defined belowii) and are currently maintains a system of internal accounting controls that is sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has does not reasonably expect to publicly disclosed disclose or reported report to the Audit Committee or the Board Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, respects with the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, including disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; , (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEapplicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as 11Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.