Common use of Internal Controls and Disclosure Controls Clause in Contracts

Internal Controls and Disclosure Controls. The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the Company and the Company Subsidiaries. The Company (a) has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (b) based on its most recent evaluation of internal control prior to the date hereof, has disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed (but without making any representation or warranty as to the effectiveness of any such controls or procedures so designed) to ensure that material information (both financial and non-financial) relating to the Company and the Company Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure and to make the certifications of the “principal executive officer” and the “principal financial officer” of the Company required by Section 302 of the Xxxxxxxx-Xxxxx Act with respect to such reports. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Company SEC Documents and the statements contained in such certifications are true and accurate in all material respects as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no “significant deficiencies” or “material weaknesses” (as defined by the Xxxxxxxx-Xxxxx Act) in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data.

Internal Controls and Disclosure Controls. The Company has designed established and maintains a system of disclosure controls and procedures and internal control over financial reporting (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) 15d-15 of the Exchange Act) intended sufficient to provide reasonable assurances regarding the reliability of financial reporting for comply in all material respects with all legal and accounting requirements applicable to the Company and the Company SubsidiariesSubsidiaries and as otherwise required by Rules 13a-15 and 15d-15 under the Exchange Act. The Company (a) has designed Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure provide reasonable assurance that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (b) to timely make the certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed based on its most recent recently completed evaluation of the Company’s internal control prior to the date hereof, has disclosed over financial reporting to the Company’s auditors and the audit committee of the Company’s board of directors (ia) any “significant deficiencies deficiencies” and “material weaknesses weaknesses” in the design or operation of its internal control controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has established reporting and maintains “disclosure controls each such deficiency, weakness and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed (but without making any representation or warranty as to the effectiveness of any such controls or procedures fraud so designed) to ensure that material information (both financial and non-financial) relating to the Company and the Company Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, auditors or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure and to make the certifications audit committee of the “principal executive officer” and the “principal financial officer” board of the Company required by Section 302 of the Xxxxxxxx-Xxxxx Act with respect directors, if any, has been disclosed to such reports. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect Parent prior to the Company SEC Documents and the statements contained in such certifications are true and accurate in all material respects as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no The terms “significant deficiencies” or and “material weaknesses” (as defined by have the Xxxxxxxx-Xxxxx Act) meanings assigned to such terms in the design or operation Rule 12b-2 of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial dataExchange Act.

Internal Controls and Disclosure Controls. The Except as directly related to the Restatement and any Restatement-Related Events, the Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended sufficient to comply in all material respects with all legal and accounting requirements applicable to the Company and provide reasonable assurances regarding the reliability of financial reporting for the Company and its Subsidiaries, including reasonable assurances that (i) financial transactions are executed in accordance with the general and specific authorization of the management of the Company Subsidiariesor the applicable Subsidiary of Company, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and other legal and accounting requirements applicable to the Company or the applicable Subsidiary of Company and to maintain proper accountability for items, (iii) access to their respective property and assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. The Except as directly related to the Restatement and any Restatement-Related Events, the Company (ax) has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate chief executive officer and chief financial officer to allow timely decisions regarding required disclosure and (by) based on its most recent evaluation of the Company’s internal control prior and disclosure controls and procedures, has disclosed, to the date hereofextent required by applicable Law, has disclosed in any applicable Company SEC filing that is reported on Form 10-K or Form 10-Q, or any amendments thereto, and to the Company’s auditors and the audit committee of the Company’s board of directors directors, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Except as directly related to the Restatement and any Restatement-Related Events, and except as described in the Company SEC Reports, (iI) the Company does not have any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (iiII) any to the Company’s Knowledge, there is no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has established and maintains “disclosure controls and procedures” (Except as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed (but without making any representation or warranty as directly related to the effectiveness of Restatement and any such controls or procedures so designed) to ensure that material information (both financial Restatement-Related Events, all accounts, books and non-financial) ledgers relating to the Company or the Company’s Subsidiaries have been properly and accurately kept in accordance with the Company Subsidiaries Company’s and its Subsidiaries’ respective accounting practices and applicable Law, are complete and contain the true and accurate records of all information required to be disclosed by the Company recorded therein in the reports that it files all material respects, contain or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms reflect no material inaccuracies or discrepancies of the SECany kind therein, and that such information is accumulated and communicated to have recorded therein the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure and to make the certifications results of the “principal executive officer” operations and the “principal financial officer” of the Company required by Section 302 of the Xxxxxxxx-Xxxxx Act with respect to such reports. Each of the principal executive officer of the Company assets and the principal financial officer of the Company (or each former principal executive officer liability of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Company SEC Documents and the statements contained in such certifications are true and accurate in all material respects as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no “significant deficiencies” or “material weaknesses” (as defined by the Xxxxxxxx-Xxxxx Act) in the design or operation of the Company’s internal controls Subsidiaries required to be reflected under GAAP and other legal and accounting requirements applicable to the Company or such Subsidiary of the Company. Except as directly related to the Restatement and any Restatement-Related Events, such accounts, books, ledgers and records, to the extent they contain important information that is not easily and readily available elsewhere, have been duplicated, and such duplicates are stored safely and securely pursuant to procedures which could adversely affect and techniques utilized by companies of comparable size in similar lines of business. Since January 1, 2014 and except as described in the Company’s ability SEC Reports or as related to recordthe Restatement and any Restatement-Related Events, process(A) the Company has not received or otherwise had or obtained knowledge of any material complaint, summarize allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and report financial data(B) no attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or its officers, directors, employees or agents to the board of directors of the Company or any committee thereof.

Internal Controls and Disclosure Controls. The Company has designed established and maintains a system of disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) intended to provide reasonable assurances regarding as required by Rule 13a-15 under the reliability of financial reporting for the Company and the Company SubsidiariesExchange Act. The Company (a) has designed Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that material information relating to the Company required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (b) based on its most recent evaluation of internal control prior to the date hereof, has disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed (but without making any representation or warranty as to the effectiveness of any such controls or procedures so designed) to ensure that material information (both financial and non-financial) relating to the Company and the Company Subsidiaries required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, management as appropriate, appropriate to allow timely decisions regarding required disclosure and to make the certifications of the “principal executive officer” and the “principal financial officer” of the Company required by Section 302 of the Xxxxxxxx-Xxxxx Act with respect pursuant to such reports. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Company SEC Documents and the statements contained in such certifications are true and accurate in all material respects as Act. The Company’s management has completed an assessment of the date hereof. Except as would not, individually or effectiveness of the Company’s internal controls over financial reporting in compliance with the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no “significant deficiencies” or “material weaknesses” (as defined by requirements of Section 404 of the Xxxxxxxx-Xxxxx ActAct for the year ended December 31, 2018, and such assessment concluded that such controls were effective. Based on its evaluation of internal controls over financial reporting for the quarter ended March 31, 2019, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (a) any significant deficiencies and material weaknesses in the design or operation of the Company’s internal controls and procedures which could over financial reporting that are reasonably likely to adversely affect affect, in any material respect, the Company’s ability to record, process, summarize and report financial datainformation and (b) any fraud or allegations of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. The Company and each Company Subsidiary has substantially addressed any such deficiency, material weakness or fraud.

Internal Controls and Disclosure Controls. The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended as required by Rule 13a-15 under the Exchange Act and sufficient to provide reasonable assurances regarding the reliability of financial reporting for the Company and the Company Subsidiaries, including reasonable assurances that all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP. The Company (ax) has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act; (by) based on its most recent evaluation of the Company’s internal control over financial reporting prior to the date hereof, has disclosed disclosed, to the extent required by applicable Law, in any applicable Company SEC filing that is reported on Form 10-K or Form 10-Q, or any amendments thereto, and to the Company’s auditors and the audit committee of the Company’s board of directors Company Board, (i1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii2) any fraud, whether or not material, that involves management or other employees of the Company or any Company Subsidiaries who have a significant role in the Company’s internal control over financial reporting. The Company has established ; and maintains “(z) based on its most recent evaluation of the Company’s disclosure controls and procedures” (as defined procedures prior to the date hereof, has disclosed in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) any applicable Company SEC filing that are reasonably designed (but without making is reported on Form 10-K or Form 10-Q, or any representation or warranty as to amendments thereto, its conclusions about the effectiveness of any such the disclosure controls or and procedures so designed) to ensure that material information (both financial and non-financial) relating to the Company and the Company Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms as of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure and to make the certifications end of the “principal executive officer” and period covered by such report or amendment based on such evaluation. Since January 1, 2012 through the “principal financial officer” of the Company required by Section 302 of the Xxxxxxxx-Xxxxx Act with respect to such reports. Each of date hereof, neither the principal executive officer of the Company and nor the principal financial officer of the Company (has become aware of any fact, circumstance or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect change that is reasonably likely to the Company SEC Documents and the statements contained result in such certifications are true and accurate in all material respects as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no “significant deficienciesdeficiency” or a “material weaknessesweakness” (as defined by the Xxxxxxxx-Xxxxx Act) in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report over financial data.reporting

Internal Controls and Disclosure Controls. The Company Parent has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the Company Parent and the Company Parent Subsidiaries. The Company Parent (a) has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and (b) based on its most recent evaluation of internal control prior to the date hereof, has disclosed to the CompanyParent’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting. The Company Parent has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed (but without making any representation or warranty as to the effectiveness of any such controls or procedures so designed) to ensure that material information (both financial and non-financial) relating to the Company Parent and the Company Parent Subsidiaries required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the CompanyParent’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure and to make the certifications of the “principal executive officer” and the “principal financial officer” of the Company Parent required by Section 302 of the Xxxxxxxx-Xxxxx Act with respect to such reports. Each of the principal executive officer of the Company Parent and the principal financial officer of the Company Parent (or each former principal executive officer of the Company Parent and each former principal financial officer of the CompanyParent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Company Parent SEC Documents and the statements contained in such certifications are true and accurate in all material respects as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there There are no “significant deficiencies” or “material weaknesses” (as defined by the Xxxxxxxx-Xxxxx Act) in the design or operation of the CompanyParent’s internal controls and procedures which could adversely affect the CompanyParent’s ability to record, process, summarize and report financial data.

Internal Controls and Disclosure Controls. The Company Parent has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the Company Parent and the Company Parent Subsidiaries. The Company Parent (a) has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and (b) based on its most recent evaluation of internal control prior to the date hereof, has disclosed to the CompanyParent’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting. The Company Parent has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed (but without making any representation or warranty as to the effectiveness of any such controls or procedures so designed) to ensure that material information (both financial and non-financial) relating to the Company Parent and the Company Parent Subsidiaries required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the CompanyParent’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure and to make the certifications of the “principal executive officer” and the “principal financial officer” of the Company Parent required by Section 302 of the XxxxxxxxSaxxxxxx-Xxxxx Act Xct with respect to such reports. Each of the principal executive officer of the Company Parent and the principal financial officer of the Company Parent (or each former principal executive officer of the Company Parent and each former principal financial officer of the CompanyParent, as applicable) has made all certifications required by Sections 302 and 906 of the XxxxxxxxSaxxxxxx-Xxxxx Act Xct and the rules and regulations promulgated thereunder with respect to the Company Parent SEC Documents and the statements contained in such certifications are true and accurate in all material respects as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there There are no “significant deficiencies” or “material weaknesses” (as defined by the XxxxxxxxSaxxxxxx-Xxxxx ActXct) in the design or operation of the CompanyParent’s internal controls and procedures which could adversely affect the CompanyParent’s ability to record, process, summarize and report financial data.

Internal Controls and Disclosure Controls. The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the Company and the Company Subsidiaries. The Company (a) has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (b) based on its most recent evaluation of internal control prior to the date hereof, has disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed (but without making any representation or warranty as to the effectiveness of any such controls or procedures so designed) to ensure that material information (both financial and non-financial) relating to the Company and the Company Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure and to make the certifications of the “principal executive officer” and the “principal financial officer” of the Company required by Section 302 of the Xxxxxxxx-Xxxxx Act with respect to such reports. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Company SEC Documents and the statements contained in such certifications are true and accurate in all material respects as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there There are no “significant deficiencies” or “material weaknesses” (as defined by the Xxxxxxxx-Xxxxx Act) in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data.

Internal Controls and Disclosure Controls. The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the Company and the Company Subsidiaries. The Company (a) has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (b) based on its most recent evaluation of internal control prior to the date hereof, has disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed (but without making any representation or warranty as to the effectiveness of any such controls or procedures so designed) to ensure that material information (both financial and non-financial) relating to the Company and the Company Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure and to make the certifications of the “principal executive officer” and the “principal financial officer” of the Company required by Section 302 of the XxxxxxxxSaxxxxxx-Xxxxx Act Xct with respect to such reports. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of the XxxxxxxxSaxxxxxx-Xxxxx Act Xct and the rules and regulations promulgated thereunder with respect to the Company SEC Documents and the statements contained in such certifications are true and accurate in all material respects as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there There are no “significant deficiencies” or “material weaknesses” (as defined by the XxxxxxxxSaxxxxxx-Xxxxx ActXct) in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data.. Exhibit 2.1

Internal Controls and Disclosure Controls. The Company has designed and maintains maintains, and has at all times since January 1, 2019 maintained, a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended designed to provide reasonable assurances regarding the reliability of financial reporting for the Company and the Company SubsidiariesSubsidiaries and to provide reasonable assurance (a) that transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP, (b) that receipts and expenditures of the Company are made only in accordance with the authorizations of management and the directors of the Company and (c) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that would have a material effect on the financial statements of the Company. The Company (a) has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) intended to ensure provide reasonable assurance that (x) material information required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (by) based on its most recent evaluation of internal control prior to the date hereof, has disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed (but without making any representation or warranty as to the effectiveness of any such controls or procedures so designed) to ensure that material information (both financial and non-financial) relating to the Company and the Company Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functionsmanagement, as appropriate, to allow timely decisions regarding required disclosure and to make the certifications of the “principal executive officer” officer and the “principal financial officer” officer of the Company required by Section 302 of under the Xxxxxxxx-Xxxxx Exchange Act with respect to such reports. Each Since January 1, 2019 through the first quarter of 2020, based on the principal executive officer of most recently completed evaluation prior to the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer date hereof of the Company’s internal control over financial reporting, as applicable) the Company has made all certifications required by Sections 302 disclosed to the Company’s independent auditors and 906 the audit committee of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Company SEC Documents and the statements contained in such certifications are true and accurate in all material respects as Company’s board of the date hereof. Except as would notdirectors, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no (i) any “significant deficiencies” or and “material weaknesses” (as defined by the Xxxxxxxx-Xxxxx Act) in the design or operation of the Company’s its internal controls and procedures which could over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial datainformation, (ii) any fraud, whether or not material, that involves the Company’s management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting or (iii) any written claim or allegation regarding any of the foregoing. The terms “significant deficiencies” and “material weaknesses” have the meanings assigned to such terms in Rule 12b-2 promulgated under the Exchange Act.