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

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information and the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”). The Company maintains a system of internal controls, including, but not limited to, 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 Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles 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 the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls over financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information and the Prospectus, since December 31, 2023, there has been no change in the Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with the Public Company Accounting Oversight Board and the rules of The New York Stock Exchange. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 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 Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information and the Prospectus, the The Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)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 Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles in the United States applied on a consistent basis (“GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization and authorization, (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (E) the Company has adopted and applies corporate governance guidelines. The Internal Controls over financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information and the Prospectus, since December 31, 2023, there has been no change in the Internal Controls that has materially affectedare, or is reasonably likely to materially affectupon consummation of the offering of the Offered Securities will be, the Internal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Public Company Accounting Oversight Board General Disclosure Package and the rules Final Prospectus, since the date of The New York Stock Exchange. The Company the Company’s most recently audited fiscal year, there has not publicly disclosed or reported to the Audit Committee or the Boardbeen, and within the next 90 180 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or of 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 (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx ActLaws, or any other matter whichinvolving internal controls that, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information and the ProspectusGeneral Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Securities Act Rules and Regulations and the Xxxxxxxx-Xxxxx Act Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles accounting principles generally accepted 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 authorization; (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. The Internal Controls over financial reporting are effective ; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Company is not aware of any General Disclosure Package fairly presents the information called for in all material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information respects and the Prospectus, since December 31, 2023, there has been no change prepared in accordance with the Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal ControlsCommission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as set forth in the Public Company Accounting Oversight Board and General Disclosure Package or disclosed to the rules of The New York Stock Exchange. The Representatives, since December 31, 2016, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (A) a significant deficiency, (B) a material weakness, (C) a change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls Controls, (each, an “Internal Control Event”), E) any violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx ActLaws, or (F) any other matter whichinvolving Internal Controls, if determined adverselyexcept, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 Sarbanes­Oxley and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)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 in all material respects with the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles 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 the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls over financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information and the Prospectus, since December 31, 2023, there has been no change in the Internal Controls that has materially affectedare, or is reasonably likely to materially affectupon consummation of the offering of the Offered Securities will be, the Internal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the Public Company Accounting Oversight Board and date of the rules filing of The New York Stock Exchange. The the Company’s Annual Report on Form 10­K for the fiscal year ended December 31, 2022, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a (i) any significant deficiencydeficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weaknessweakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), ) or (ii) any material violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effectiveLaws.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information and the ProspectusGeneral Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in material compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Securities Act Rules and Regulations and the Xxxxxxxx-Xxxxx Act Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles accounting principles generally accepted 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 authorization; (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. The Internal Controls over financial reporting are effective ; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Company is not aware of any General Disclosure Package fairly presents the information called for in all material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information respects and the Prospectus, since December 31, 2023, there has been no change prepared in accordance with the Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal ControlsCommission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Public Company Accounting Oversight Board and General Disclosure Package, since December 29, 2012, the rules of The New York Stock Exchange. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (A) a significant deficiency, (B) a material weakness, (C) a change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls Controls, (each, an “Internal Control Event”), E) any violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx ActLaws, or (F) any other matter whichinvolving Internal Controls, if determined adverselyexcept, in the case of (A), (E) and (F), as would not reasonably be expected to have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information and the ProspectusGeneral Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Securities Act Rules and Regulations and the Xxxxxxxx-Xxxxx Act Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles accounting principles generally accepted 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 authorization; (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. The Internal Controls over financial reporting are effective ; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Company is not aware of any General Disclosure Package fairly presents the information called for in all material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information respects and the Prospectus, since December 31, 2023, there has been no change prepared in accordance with the Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal ControlsCommission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as set forth in the Public Company Accounting Oversight Board and General Disclosure Package or disclosed to the rules of The New York Stock Exchange. The Representatives, since December 31, 2016, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (A) a significant deficiency, (B) a material weakness, (C) a change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls Controls, (each, an “Internal Control Event”), E) any violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx ActLaws, or (F) any other matter whichinvolving Internal Controls, if determined adverselyexcept, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information and the ProspectusGeneral Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Securities Act Rules and Regulations and the Xxxxxxxx-Xxxxx Act Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles accounting principles generally accepted 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 authorization; (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 Internal Controls over financial reporting are effective interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Company is not aware of any General Disclosure Package fairly presents the information called for in all material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information respects and the Prospectus, since December 31, 2023, there has been no change prepared in accordance with the Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal ControlsCommission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Public Company Accounting Oversight Board and General Disclosure Package, since January 3, 2015, the rules of The New York Stock Exchange. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (A) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls Controls, (each, an “Internal Control Event”), E) any violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx ActLaws, or (F) any other matter whichinvolving Internal Controls, if determined adverselyexcept, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxxxxx- Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)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 in all material respects with the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles 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 the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls over financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information and the Prospectus, since December 31, 2023, there has been no change in the Internal Controls that has materially affectedare, or is reasonably likely to materially affectupon consummation of the offering of the Offered Securities will be, the Internal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the Public Company Accounting Oversight Board and date of the rules filing of The New York Stock Exchange. The the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a (i) any significant deficiencydeficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weaknessweakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), ) or (ii) any material violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effectiveLaws.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth disclosed in the Time of Sale Information and Registration Statement, the General Disclosure Package or the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in with all material respects with applicable provisions of Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)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 complies with the Exchange Act, the applicable Securities Act and the Xxxxxxxx-Xxxxx Act and Laws are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) 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 authorization; and (ivE) 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 over financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information and the Prospectus, since December 31, 2023, there has been no change in the Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with the Public Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) 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. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, since the date of the most recent balance sheet of the Company Accounting Oversight Board and reviewed or audited by the rules of The New York Stock Exchange. The Company has not publicly disclosed or reported to Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the Board, and within the next 90 days ability of the Company does to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not reasonably expect to publicly disclose or report to the Audit Committee or the Boardmaterial, a significant deficiency, material weakness, change in Internal Controls or fraud involving that involves management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure internal controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls Company, and procedures (ii) there have been designed to ensure no significant changes in internal controls over financial reporting that material information relating to the Company and its subsidiaries is made known to has materially affected the Company’s principal executive officer internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and principal financial officer by others within those entities and that such disclosure controls and procedures are effectivematerial weaknesses.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information and the ProspectusGeneral Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Securities Act Rules and Regulations and the Xxxxxxxx-Xxxxx Act Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles accounting principles generally accepted 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 authorization; (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 Internal Controls over financial reporting are effective interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Company is not aware of any General Disclosure Package fairly presents the information called for in all material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information respects and the Prospectus, since December 31, 2023, there has been no change prepared in accordance with the Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal ControlsCommission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Public Company Accounting Oversight Board and the rules of The New York Stock Exchange. The Company has not publicly disclosed or reported to the Audit Committee or the BoardGeneral Disclosure Package, and within the next 90 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 Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effective.since December

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information and the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”). The Company maintains a system of internal controls, including, but not limited to, 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(f) of the Exchange Act) (collectively, “Internal Controls”) that comply with the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles the 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 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. The Internal Controls over Since the date of the latest audited financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as disclosed statements included in the Time of Sale Information and the Final Prospectus, since December 31, 2023, there has been no change in the Internal Controls Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Internal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with the Public Company Accounting Oversight Board and the rules of The New York Stock ExchangeCompany’s internal control over financial reporting. The Company has not publicly disclosed or reported uses reasonable best efforts to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, rectify any material weakness, change weakness identified in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, or any matter which, if determined adversely, would have a Material Adverse Effectits internal control over financial reporting as soon as possible. The Company maintains “will, within a reasonable time after the effectiveness of the Registration Statement, establish and maintain disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15(e) under of the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls . Except as disclosed in the General Disclosure Package and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to Final Prospectus, since the end of the Company’s principal executive officer most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and principal (ii) no change in the Company’s internal control over financial officer by others within those entities and reporting that such disclosure controls and procedures are effectivehas materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Time of Sale Information Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)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 in all material respects with the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles 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 the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls over financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information and the Prospectus, since December 31, 2023, there has been no change in the Internal Controls that has materially affectedare, or is reasonably likely to materially affectupon consummation of the offering of the Offered Securities will be, the Internal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the Public Company Accounting Oversight Board and date of the rules filing of The New York Stock Exchange. The the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a (i) any significant deficiencydeficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weaknessweakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), ) or (ii) any material violation of, or failure to comply with, the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effectiveLaws.