Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2010, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls control over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board board of directors of the general partner of Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15(e) and (f15d-15(e), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q which precedes the requirements of Section 404 date of the Xxxxxxxx-Xxxxx Act Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, 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.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures in accordance with Rule 13a-15 and, to the Company’s internal controls over financial reporting extent required by applicable Law, presented in compliance with any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the requirements of Section 404 effectiveness of the Xxxxxxxx-Xxxxx Act for disclosure controls and procedures as of the year ended December 31, 2010 and end of the period covered by such assessment concluded that report based on such controls were effectiveevaluation. Based on its Parent’s management’s most recent recently completed evaluation of Parent’s internal controls control over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any to the knowledge of Parent, Parent had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that are would reasonably likely be expected to adversely affect in any material respect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent GP’s management 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 Act. Management of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Parent GP has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent GP has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent GP Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Partnership prior to the date hereof.

Internal Controls and Procedures. The Company Partnership has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyPartnership’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Partnership in the reports that it files or 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 CompanyGeneral Partner’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyGeneral Partner’s management has completed an assessment of the effectiveness of the CompanyPartnership’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company General Partner has disclosed to the CompanyPartnership’s auditors and the audit committee of the Company GP Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyPartnership’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 CompanyPartnership’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.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. To the knowledge of the Company, there is no reason to believe that the Company’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without additional qualification, when next due.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 management of Parent GP 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 Act. Management of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Parent GP has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2018, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent GP has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board of Directors of Parent GP (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31November 30, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 or allegations of 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. Each of Parent and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the applicable requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the The Company has disclosed to the Company’s auditors and the audit committee of the Company Board Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. (b) The Company has complied with and is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ, and is in compliance in all material respects with all applicable rules, regulations and requirements of the SEC and with the Xxxxxxxx-Xxxxx Act.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors effective and the audit committee of the Company Board did not identify any (iA) any “significant deficiencies and deficiency” or “material weaknesses weakness” in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect (as defined in any material respect Rule 13a-15 or 15d-15, as applicable, of the Company’s ability to report financial information and Exchange Act) or (iiB) any fraud, whether fraud or not material, allegation of fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, . Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and each such deficiency, weakness and fraud so disclosed the preparation of financial statements for external purposes in accordance with GAAP. No personal loan or other extension of credit by the Company or any of its Significant Subsidiary to auditors, if any, any of its or their executive officers or directors has been disclosed to Parent prior made or modified in violation of Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act from January 1, 2022. From January 1, 2022 through the date of this Agreement, neither the Company nor any of its Significant Subsidiaries nor, to the date hereofKnowledge of the Company, any of their respective directors or officers has received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures or methodologies of the Company or any of its Significant Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Significant Subsidiaries has engaged in unlawful accounting or auditing practices.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (reporting, as such terms are defined in paragraphs (e) in, and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment principal executive officer and principal financial officer of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. The Company and each of its Subsidiaries has established and maintains a system of internal control over financial reporting, which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Company Financials) for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the year ended December 31maintenance of records that, 2010 in reasonable detail, accurately and such assessment concluded fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that such controls were effectivetransactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements of the Company and its Subsidiaries. Based on its To the Knowledge of the Company, since the date of the Company’s most recent evaluation periodic report filed with the SEC, neither the Company nor any of its Subsidiaries (including any Company Employee), nor the Company’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the design or operation of internal controls control over financial reporting utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other Company Employees, or (C) any claim or allegation regarding any of the foregoing. In connection with the periods covered by the Company Financials filed prior to the date hereofof this Agreement, management of the Company has disclosed to Acquiror (I) all deficiencies and weaknesses identified in writing by the Company or the Company’s independent auditors and the audit committee of the Company Board (iwhether current or former) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect utilized by the Company’s ability to report financial information Company and its Subsidiaries and (iiII) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in Company Employees, or any claim or allegation regarding 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 hereofforegoing.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent’s auditors or the audit committee of the Parent Board of Directors in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 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. Each of the Company and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud.

Internal Controls and Procedures. (a) The Company Partnership has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to the Partnership and its Subsidiaries and as otherwise as required by Rule 13a-15 under the Exchange Act. The CompanyPartnership’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Partnership in the reports that it files or 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 CompanyPartnership’s management as appropriate to allow timely decisions regarding required disclosure and to enable the Partnership’s management to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment Partnership, each Partnership Subsidiary and each of the effectiveness of the Company’s internal controls over financial reporting their respective officers and directors in their capacities as such are in material compliance with, and, since January 1, 2018, have materially complied with the requirements applicable provisions of Section 404 of the Xxxxxxxx-Xxxxx Act for and the year ended December 31, 2010 and such assessment concluded that such controls were effectiveExchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, the Partnership’s management of the Company has disclosed to the CompanyPartnership’s auditors and the audit committee of the Company General Partner Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyPartnership’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 CompanyPartnership’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 Partnership has remediated any and all significant deficiencies and all material weaknesses in the design or operations of its internal control over financial reporting that were reasonably likely to adversely affect in any material respect the Partnership’s ability to report financial information and were identified in the Partnership’s most recent evaluation of its internal control over financial reporting. (b) Except as set forth in Schedule 3.5(b) of the Partnership Disclosure Letter, neither General Partner, the Partnership nor any Partnership Subsidiary is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Partnership or a Partnership Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (c) The Partnership has not been informed by its independent registered public accounting firm that it is required to restate, and the Partnership has not restated (and does not believe it is, nor will it be, required to restate), any financial statements contained in the Partnership SEC Documents as a result of events known to the Partnership as of the date hereof in a manner that would be material to the present or future financial condition of Partnership and the Partnership Subsidiaries, taken as a whole.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure effective in providing reasonable assurance (i) regarding the reliability of the Company’s financial reporting and the preparation of the Company Financial Statements for external purposes in accordance with GAAP, (ii) that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, SEC and (iii) that all such material information is accumulated and communicated to the Company’s management of the Company 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 of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of the Company has completed an its assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2009, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely and any material weaknesses, which have more than a remote chance to materially adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data (as defined in Rule 13a-15(f) of the Exchange Act) 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 controls over financial reporting. (b) Since January 1, 2008, neither the Company nor any of its Subsidiaries nor any director or officer of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has a “significant deficiency” or “material weakness” (for the purposes of Section 3.6(a) and each this Section 3.6(b), as such deficiencyterms are defined in the Public Company Accounting Oversight Board’s Auditing Standards, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to as in effect on the date hereof), in the Company’s internal controls over financial reporting.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board of Directors in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2018, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.

Internal Controls and Procedures. The Company (a) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the Company’s auditors and the audit committee of the Company Board (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (iib) 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, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent’s auditors or the audit committee of the Parent Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. (b) Parent has complied with and is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE, and is in compliance in all material respects with all rules, regulations and requirements of the SEC and with the Xxxxxxxx-Xxxxx Act.

Internal Controls and Procedures. The Company Partnership has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyPartnership’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Partnership in the reports that it files or 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 CompanyPartnership’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyPartnership GP’s management has completed an assessment of the effectiveness of the CompanyPartnership’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2022, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Partnership has disclosed to the CompanyPartnership’s auditors and the audit committee of the Company Board of Directors of the Partnership GP (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyPartnership’s ability to report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyPartnership’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.

Internal Controls and Procedures. The Company (a) Rovi is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (b) Rovi has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required in all material respects by Rule 13a-15 under the Exchange Act. The CompanyRovi’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Rovi in the reports that it files or 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 CompanyRovi’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyRovi’s management has completed an assessment of the effectiveness of the CompanyRovi’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2015, and, to the extent required by applicable Law, presented in any applicable Rovi 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 assessment concluded that report or amendment based on such controls were effectiveevaluation. Based on its Rovi’s management’s most recent recently completed evaluation of Rovi’s internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any Rovi had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that are would reasonably likely be expected to adversely affect in any material respect the CompanyRovi’s ability to record, process, summarize and report financial information and (ii) Rovi does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyRovi’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, . The assessment of the effectiveness of Rovi’s internal controls over financial reporting has been disclosed to Parent prior to audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in the date hereof.Rovi SEC Documents

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting are effective in compliance with providing reasonable assurance regarding the requirements of Section 404 reliability of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over Company’s financial reporting prior and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and include policies and procedures that (i) pertain to the date hereofmaintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, management (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company has disclosed to are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s auditors and assets that could have a material effect on its financial statements. (b) Since September 30, 2013, none of the audit committee of Company, the Company’s independent accountants, the Company Board of Directors or its audit committee has received any oral or written notification of any (i) any significant deficiencies and deficiency or material weaknesses weakness in the design or operation of internal controls over financial reporting that are is reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and or (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, in each case that has not been appropriately and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to adequately remedied by the date hereofCompany.

Internal Controls and Procedures. The Company has established and maintains maintains, and at all times since the Lookback Date has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and which includes policies and procedures that: (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (Act. Since the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of Lookback Date, the Company’s internal controls over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (the material circumstances of which (if any) have been made available to Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting. Since the Lookback Date, and each such deficiencyneither the Company nor any Company Subsidiary has received any material, weakness and fraud so disclosed to auditorsunresolved, if anycomplaint, has been disclosed to Parent prior to allegation, assertion or claim regarding the date hereofaccounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed designed, and since July 1, 2013, have been reasonably designed, to ensure ensure, that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31June 28, 2010 2015, and such assessment concluded that such controls were effectiveeffective and the Company’s independent registered accountant has issued an attestation report concluding that the Company maintained effective internal control over financial reporting as of June 28, 2015. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofsuch evaluation, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. (b) As of the date of this Agreement, the Company is in compliance in all material respects with all current listing requirements of the NASDAQ Global Select Market.

Internal Controls and Procedures. (a) The Company is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market. The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by Rule 13a-15 and Rule 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures and system of internal control over financial reporting are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 Act. (the “Xxxxxxxx-Xxxxx Act”). b) The Company’s management Company has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31disclosed, 2010 and such assessment concluded that such controls were effective. Based based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to materially adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data, and (ii) any fraud, whether or not material, known to the management of the Company that involves management or other employees employees, in each case who have a significant role in the Company’s internal control over financial reporting. The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of October 3, 2009, and such assessment concluded that the Company’s disclosure controls and procedures were effective as of October 3, 2009, at the reasonable assurance level. (c) To the knowledge of the Company, since the IPO Date, there have been no material allegations of fraud that involve management or other employees, in each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to case who have a significant role in the date hereofCompany’s internal control over financial reporting.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2018, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, fraud that is reasonably expected to adversely affect in any material respect Company’s financial reporting 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 Buyer prior to the date hereof.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (eRule 13a-15(f) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (i) mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Company and the Company Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as required necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and the Company Subsidiaries are being made only in accordance with appropriate authorizations of management and the Company Board of Directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and the Company Subsidiaries. As at December 31, 2017, there were no material weaknesses or significant deficiencies in such internal control over financial reporting and, as of the date hereof, nothing has come to the attention of the Company that has caused the Company to believe that there are any material weaknesses or significant deficiencies in such internal control over financial reporting. Since January 1, 2017, no complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Rule 13a-15 under the Company. Since January 1, 2017, the Company has not received any material complaints through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of applicable Law. Since January 1, 2017, no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a violation of applicable Law that are securities laws, breach of fiduciary duty or such similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee of the Company Board of Directors or to the Company Board of Directors pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting. (b) The “disclosure controls and procedures” (as defined in Rules 13a-15(c) of the Exchange Act. The Company’s disclosure controls and procedures ) of the Company are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes 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 material information is accumulated and communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 disclosure. The management of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Company has completed an assessment of the effectiveness of the Company’s internal disclosure controls over financial reporting in compliance with the requirements and procedures as of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation , as of internal controls over financial reporting prior to such date. (c) The Company SEC Documents accurately summarize, in all material respects, the date hereof, management outstanding Derivative positions of the Company has disclosed and the Company Subsidiaries, including Hydrocarbon and financial Derivative positions attributable to the Company’s auditors production and the audit committee marketing of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation Company Subsidiaries, as of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofdates reflected therein.

Internal Controls and Procedures. The Company Hurricane has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to Hurricane and its Subsidiaries and as otherwise as required by Rule 13a-15 under the Exchange Act. The Company’s Hurricane's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Hurricane in the reports that it files or 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 Hurricane's management 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 of 2002 (the “"Xxxxxxxx-Xxxxx Act”"). The Company’s management has completed an assessment Hurricane, each Hurricane Subsidiary and each of the effectiveness of the Company’s internal controls over financial reporting their respective officers and directors in their capacities as such are in material compliance with, and, since December 31, 2014, have materially complied with the requirements applicable provisions of Section 404 of the Xxxxxxxx-Xxxxx Act for and the year ended December 31, 2010 and such assessment concluded that such controls were effectiveExchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, Hurricane's management of the Company has disclosed to the Company’s Hurricane's auditors and the audit committee of the Company Hurricane Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s Hurricane'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 Hurricane's internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Cyclone prior to the date hereof.

Internal Controls and Procedures. The Company (a) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed designed, and since November 2, 2012, have been reasonably designed, to ensure reasonably ensure, that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s system of internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December October 31, 2010 and 2015, such assessment concluded that such controls were effectiveeffective and the Company’s independent registered accountant has issued an attestation report concluding that Parent maintained effective internal control over financial reporting as of October 31, 2015. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofsuch evaluation, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof. (b) As of the date of this Agreement, Parent is in compliance in all material respects with all current listing requirements of the NASDAQ Global Select Market.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 management of Parent GP 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 Act. Management of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Parent GP has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2022, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent GP has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent GP Board (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to report financial information and (iib) 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Partnership prior to the date hereof.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to that ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2018, and such assessment concluded that such controls were internal control was effective. Based on its most recent evaluation of its internal controls control over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls 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 current or former Company 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 Made Available to Parent prior Parent. The Company has remediated any and all significant deficiencies and all material weaknesses in the design or operations of its internal control over financial reporting that were reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and were identified in the Company’s most recent evaluation of its internal control over financial reporting. To the Company’s Knowledge, no events, facts or circumstances have occurred such that the Company’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the date hereofrules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without additional qualification, when next due. The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic processes, whether computerized or not) that are under the exclusive ownership and direct control of the Company, its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Since January 1, 2017, (i) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any current or former Company Employee or Representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) to the Company’s Knowledge no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of Applicable Law, breach of fiduciary duty or similar violation by the Company or any current or former Company Employee or Representative to the Company Board or any committee thereof or to any director or officer of the Company.

Internal Controls and Procedures. (a) The Company has established established, implemented and maintains “disclosure controls and procedures procedures” and “internal control controls over financial reporting reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct and as necessary to permit preparation of financial statements in conformity with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 Act. The principal executive officer and principal financial officer of 2002 (the “Company have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and Rule 13a-15 under the Exchange Act”), and the statements contained in all such certifications were as of their respective dates true, complete and correct. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation To the Knowledge of internal controls over financial reporting prior the Company, from April 2, 2010 to the date hereof, management of the Company has disclosed not failed to disclose to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal 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 (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. The Company has made available to Parent a summary of any such disclosure made to the Company’s auditors and audit committee since April 2, 2010. (b) Since April 2, 2010 through the date of this Agreement, (i) except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any director, officer, or, to the Knowledge of the Company, any auditor of the Company or any of its Subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and each such deficiency(ii) to the Knowledge of the Company, weakness and fraud so disclosed to auditorsno attorney representing the Company or any of its Subsidiaries, if anywhether or not employed by the Company or any of its Subsidiaries, has been disclosed to Parent prior reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the date hereofBoard of Directors or any committee thereof or to any director or executive officer of the Company.

Internal Controls and Procedures. The Company (a) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure ensure, that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s system of internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December March 31, 2010 2017, and such assessment concluded that such controls were effectiveeffective and Parent’s independent registered accountant has issued an attestation report concluding that Parent maintained effective internal control over financial reporting as of March 31, 2017. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofsuch evaluation, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 CompanyParent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof. (b) As of the date of this Agreement, Parent is in compliance in all material respects with all current listing requirements of the Nasdaq.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent ETP prior to the date hereof. (b) SXL has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. SXL’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by SXL in the reports that it files or 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 management of Sunoco Partners LLC (“SXL GP”) 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. SXL GP’s management has completed an assessment of the effectiveness of SXL’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of SXL GP has disclosed to SXL’s auditors and the audit committee of the Board of Directors of SXL GP (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect SXL’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 SXL or SXL GP’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to ETP prior to the date hereof.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on and with respect to its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.

Internal Controls and Procedures. The Company (a) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is are 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 management of Parent 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of Parent has completed an its assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2006, and such assessment concluded that such controls were effective. Based To the knowledge of Parent, it has disclosed, based on its most recent evaluation of internal controls over financial reporting prior evaluations, to the date hereof, management of the Company has disclosed to the CompanyParent’s outside auditors and the audit committee of the Company Board board of directors of Parent (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely and any material weaknesses, which have more than a remote chance to materially adversely affect in any material respect the CompanyParent’s ability to record, process, summarize and report financial information data (as defined in Rule 13a-15(f) of the Exchange Act) and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control controls over financial reporting. (b) Since January 1, and each 2006, to the knowledge of Parent, neither Parent nor any of its subsidiaries nor any director, officer, employee, auditor, accountant or representative of Parent or any of its subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries, including any material complaint, allegation, assertion or claim that Parent or any of its subsidiaries has a “significant deficiency” or “material weakness” (as such deficiencyterms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to as in effect on the date hereof), in Parent’s internal controls over financial reporting.

Internal Controls and Procedures. The Company Partnership has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyPartnership’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Partnership in the reports that it files or 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 CompanyGeneral Partner’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyGeneral Partner’s management has completed an assessment of the effectiveness of the CompanyPartnership’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company General Partner has disclosed to the CompanyPartnership’s auditors and the audit committee of the Company GP Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyPartnership’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 CompanyPartnership’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.

Internal Controls and Procedures. The Company Sodium has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanySodium’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Sodium in the reports that it files or 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 management of Sodium as appropriate to allow timely decisions regarding required disclosure disclosures and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanySodium’s management has completed an assessment of the effectiveness of the CompanySodium’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Sodium has disclosed to the CompanySodium’s auditors and the audit committee of the Company Board Sodium (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanySodium’s ability to report financial information information, if applicable, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanySodium’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal disclosure controls over financial reporting and procedures in compliance accordance with Rule 13a-15 and, to the requirements of Section 404 extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness of the Xxxxxxxx-Xxxxx Act for disclosure controls and procedures as of the year ended December 31, 2010 and end of the period covered by such assessment concluded that report based on such controls were effectiveevaluation. Based on its the Company’s management’s most recent recently completed evaluation of the Company’s internal controls control over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any to the knowledge of the Company, the Company had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that are would reasonably likely be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) the Company does not have knowledge of 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.

Internal Controls and Procedures. The Company (a) TiVo is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (b) TiVo has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required in all material respects by Rule 13a-15 under the Exchange Act. The CompanyTiVo’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company TiVo in the reports that it files or 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 CompanyTiVo’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyTiVo’s management has completed an assessment of the effectiveness of the CompanyTiVo’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December January 31, 2010 2016, and, to the extent required by applicable Law, presented in any applicable TiVo 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 assessment concluded that report or amendment based on such controls were effectiveevaluation. Based on its TiVo’s management’s most recent recently completed evaluation of TiVo’s internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any TiVo had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that are would reasonably likely be expected to adversely affect in any material respect the CompanyTiVo’s ability to record, process, summarize and report financial information and (ii) TiVo does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyTiVo’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, . The assessment of the effectiveness of TiVo’s internal controls over financial reporting has been disclosed to Parent prior to audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in the date hereofTiVo SEC Documents.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Company has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31disclosed, 2010 and such assessment concluded that such controls were effective. Based based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board and to Parent (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraudfraud known to the Company, whether or not material, that involves management executive officers or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as set forth in the Company’s SEC Documents, and as of the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed . There are no outstanding loans made by the Company or any Company Subsidiary to auditors, if any, has been disclosed to Parent prior to any executive officer (as defined in Rule 3b-7 under the date hereofExchange Act) or director of the Company.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31June 30, 2010 2006, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data 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 controls 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.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and that (ii) all such material information is accumulated and communicated to the Company’s management 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 of 2002 (Act. There were no significant deficiencies or material weaknesses identified in the “Xxxxxxxx-Xxxxx Act”). The Companymanagement’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements as of Section 404 of the Xxxxxxxx-Xxxxx Act and for the year ended December 31, 2010 2021 and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 (nor has any such assessment concluded that deficiency or weakness been identified since such controls were effectivedate). Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the The Company has disclosed to the Company’s auditors and the audit committee of the Company Board Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. (b) The Company has complied with and is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ, and is in compliance in all material respects with all applicable rules, regulations and requirements of the SEC and with the Xxxxxxxx-Xxxxx Act.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2015, and such assessment concluded that such controls were effectiveinternal control was effective in all material respects. Based on its most recent evaluation of its internal controls control over financial reporting prior to the date hereof, to the Company’s Knowledge, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls 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 Company 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.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is are 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 management of the Company 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 of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of the Company has completed an its assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2006, and such assessment concluded that such controls were effective. Based To the knowledge of the Company, it has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the board of directors of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely and any material weaknesses, which have more than a remote chance to materially adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data (as defined in Rule 13a-15(f) of the Exchange Act) 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 controls over financial reporting. (b) Since January 1, and each 2006, to the knowledge of the Company, neither the Company nor any of its subsidiaries nor any director, officer, employee, auditor, accountant or representative of the Company or any of its subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries, including any material complaint, allegation, assertion or claim that the Company or any of its subsidiaries has a “significant deficiency” or “material weakness” (as such deficiencyterms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to as in effect on the date hereof), in the Company’s internal controls over financial reporting.

Internal Controls and Procedures. The Except as set forth in Section 3.6 of the Disclosure Schedule, (a) the Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are term is defined in paragraphs (eRule 13a-15(e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 13a-15(a) under the Exchange Act, and (b) the Company has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(b) under the Exchange Act. The Company’s Such disclosure controls and procedures are reasonably designed to ensure that all material information relating to the Company and its Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding disclosure and to ensure that information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms of forms. Except as would not reasonably be expected to have, individually or in the SECaggregate, and that all such material information is accumulated and communicated to a Material Adverse Effect, the Company’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Company has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31disclosed, 2010 and such assessment concluded that such controls were effective. Based based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which 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 fraud or not material, allegation of fraud that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Except as would not reasonably be expected to have, and each such deficiencyindividually or in the aggregate, weakness and fraud so disclosed a Material Adverse Effect, since January 1, 2008, neither the Company nor any of its Subsidiaries has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that the Company or its Subsidiary has engaged in questionable accounting or auditing practices. Since December 31, 2008, subject to auditorsany applicable grace periods, if any, the Company has been disclosed and is in compliance with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of the NYSE, except in each case as would not reasonably be expected to Parent prior to have, individually or in the date hereofaggregate, a Material Adverse Effect.

Internal Controls and Procedures. (a) The Company has established designed and maintains maintained “disclosure controls and procedures procedures” and “internal control controls over financial reporting reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct and as reasonably necessary to permit preparation of financial statements in conformity with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes 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 material information is accumulated and communicated to the Company’s management as appropriate principal executive officer and principal financial officer by others in the Company or its Subsidiaries to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 Act. (the “Xxxxxxxx-Xxxxx Act”). b) The Company’s management Company has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31disclosed, 2010 and such assessment concluded that such controls were effective. Based based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the Company Board (and made summaries of such disclosure available to Parent): (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and 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 controls over financial reporting, . Each of the Company and each its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud. (c) Each of the principal executive officer and fraud so disclosed the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to auditorsthe Company SEC Documents, if any, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3.6(c) “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder. Neither the Company nor any of its Subsidiaries has been disclosed any outstanding “extensions of credit” or has arranged any outstanding “extensions of credit” to Parent directors or executive officers in violation of Section 402 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder. (d) Except for matters resolved prior to the date hereof, since October 1, 2012, (i) none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, employees, auditors, accountants or other Representatives has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company, its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the chief executive officer or general counsel of the Company in accordance with Section 307 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 are communicated to the Company’s management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, as amended, and the rules and regulations promulgated thereunder (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31officer have disclosed, 2010 and such assessment concluded that such controls were effective. Based based on its their most recent evaluation of internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (iiy) 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 principal executive officer and the principal financial officer of the Company have made all certifications required by the Sxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and each the statements contained in such deficiencycertifications are complete and correct. (b) The Company has maintained whistleblower procedures that satisfy and comply with the requirements of the Sxxxxxxx-Xxxxx Act and all other applicable Laws. Neither the Company nor any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, weakness and fraud so disclosed to auditorsallegation, if anyassertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. To the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has been disclosed to Parent prior reported evidence of a material violation of federal securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the date hereofboard of directors of the Company or any committee thereof or to any director or officer of the Company. (c) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the Sxxxxxxx-Xxxxx Act. To the Knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics by, or any waivers thereof for the benefit of, any such persons.

Internal Controls and Procedures. The Company PDN has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyPDN’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company PDN in the reports that it files or 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 CompanyPDN’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Xxxxxxxx­-Xxxxx Act”). The CompanyPDN’s management has completed an assessment of the effectiveness of the CompanyPDN’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 3130, 2010 2013, and except as set forth on Section 4.5 of the PDN Disclosure Schedule, such assessment concluded that such controls were effective. Based PDN has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the CompanyPDN’s auditors and the audit committee of the Company PDN Board of Directors and to NAPW (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the CompanyPDN’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the CompanyPDN’s internal control controls over financial reporting. As of the date of this Agreement and except as set forth on Section 4.5 of the PDN Disclosure Schedule, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofknowledge of PDN, PDN has not identified any significant deficiencies or any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by PDN or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of PDN.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure ensure, that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December March 31, 2010 2017, and such assessment concluded that such controls were effectiveeffective and the Company’s independent registered accountant has issued an attestation report concluding that the Company maintained effective internal control over financial reporting as of March 31, 2017. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofsuch evaluation, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. (b) As of the date of this Agreement, the Company is in compliance in all material respects with all current listing requirements of the Nasdaq.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management of the Company as appropriate to allow timely decisions regarding required disclosure disclosures and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information information, if applicable, 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Sodium US prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (ea) and (f), respectively, of Rule 13a-15 under Since the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 enactment of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the Company has been and is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (b) The books, records and accounts of the Company and each of its Subsidiaries, all of which have been made available to Parent, are complete and correct in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices. (c) Each of the chief executive officer and chief financial officer of the Company (or each former chief executive officer and former chief financial officer of the Company, as applicable) has made all certifications (without qualification or exceptions to the matters certified) required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the related rules and regulations promulgated by the SEC or NASDAQ with respect to the Company Reports, and the statements contained in such certifications are complete and correct. Neither the Company nor any of its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. (d) The Company has (i) established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, and (ii) has disclosed to its auditors and the audit committee of the Company Board (A) any “significant deficiencies” or “material weaknesses” (as such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 5) in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal control over financial reporting. (e) The Company has designed and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s management management, with the participation of the Company’s chief executive and financial officers, has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2010 2010, and such assessment concluded that such internal controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to effective using the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 framework specified in the Company’s internal control over annual report on Form 10-K for the fiscal year ended December 31, 2010. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial reporting, officer will not be able to give the certifications and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior attestations required pursuant to the date hereofrules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (f) Neither the Company nor any of its Subsidiaries has, since the enactment of the Xxxxxxxx-Xxxxx Act, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit (within the meaning of Section 13(k) of the Exchange Act), to or for any director or executive officer (or equivalent thereof) of the Company or any of its Subsidiaries.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board of Directors of Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31October 3, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. The Company maintains a system of internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or specific authorization, the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

Internal Controls and Procedures. The Company ETP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyETP’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company ETP in the reports that it files or 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 management of Parent 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyETP’s management has completed an assessment of the effectiveness of the CompanyETP’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyETP’s auditors and the audit committee of the Company Board of Directors of Parent GP (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyETP’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 CompanyETP’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31October 30, 2010 2015, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 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. Each of the Company and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management of the Company 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 of 2002 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of the Company has completed an its assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2009, and such assessment concluded that such controls were effective. Based To the Knowledge of the Company, it has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal 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 data 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 controls over financial reporting. (b) Since January 1, 2007, to the Knowledge of the Company, neither the Company nor any Company Subsidiary, nor any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has a significant deficiency or material weakness that is reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and each such deficiencyreport financial data. The Company has provided to Parent a summary of the disclosure made by management to the Company’s auditors and its audit committee since January 1, weakness 2007 and fraud so disclosed any material communication made by management or the Company’s auditors to auditorsthe audit committee required or contemplated by the SEC, the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board since January 1, 2007. The Company has provided to Parent a summary of all material complaints or concerns, if any, relating to other matters made through the Company’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of laws, rules or regulations. (c) The Company has been disclosed to Parent prior been, since the various dates the respective provisions thereof were adopted and became applicable to the Company, in compliance in all material respects with the Xxxxxxxx-Xxxxx Act. (d) The Company’s auditor, KPMG LLP, delivered a letter, dated February 26, 2010, to the Audit Committee of the Company Board of Directors stating that they were independent accountants as of such date hereofwith respect to the Company under all relevant professional and regulatory standards, and the Company has no Knowledge of any facts arising since such date that would result in the auditor being no longer considered independent with respect to the Company or the Company Subsidiaries.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15 and 15d-15) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the Company’s consolidated financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q which precedes the requirements of Section 404 date of the Xxxxxxxx-Xxxxx Act Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (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 is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, and each such deficiencyor is reasonably likely to materially affect, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofCompany’s internal control over financial reporting.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15(e) and (f15d-15(e), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with United States generally accepted accounting principles and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q which precedes the requirements of Section 404 date of the Xxxxxxxx-Xxxxx Act Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, 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.

Internal Controls and Procedures. The Company Ensco has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyEnsco’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Ensco in the reports that it files or 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 CompanyEnsco’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyEnsco’s management has completed an assessment of the effectiveness of the CompanyEnsco’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, hereof management of the Company Ensco has disclosed to the CompanyEnsco’s auditors and the audit committee of the Company Board of Directors of Ensco (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyEnsco’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyEnsco’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Rowan prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management of the Company 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended as of December 31, 2010 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal 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 (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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31September 30, 2010 2016, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, which has been provided to Parent, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal 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 (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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Except with respect to the operations of the BP Assets and the Shell Assets to be acquired, the Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.

Internal Controls and Procedures. The (a) (i) the Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The ; (ii) the Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 Act; and (iii) the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2021, and such assessment concluded that such controls were effective. Based on its most recent evaluation Since December 31, 2019, the principal executive officer and principal financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act (including Section 302 and 906 thereof). (b) The Company has established and maintains a system of internal accounting controls that are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board; and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company. Neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal control over financial reporting prior to the date hereof, management of utilized by the Company that has disclosed to not been subsequently remediated; or (B) any fraud that involves the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 preparation of financial statements or the 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 reporting utilized by the Company. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents.

Internal Controls and Procedures. The Company Buyer has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyBuyer’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Buyer in the reports that it files or 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 CompanyBuyer’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyBuyer’s management has completed an assessment of the effectiveness of the CompanyBuyer’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2018, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, hereof management of the Company Buyer has disclosed to the CompanyBuyer’s auditors and the audit committee of the Company Board of Directors of Buyer (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely expected to adversely affect in any material respect the CompanyBuyer’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, fraud that is reasonably expected to adversely affect in any material respect Buyer’s financial reporting that involves management or other employees who have a significant role in the CompanyBuyer’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Company prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the The Company has disclosed to the Company’s auditors and the audit committee of the Company Board Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board of Directors in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with provide reasonable assurance regarding the requirements of Section 404 reliability of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over Company’s financial reporting prior to and the date hereofpreparation of Company financial statements for external purposes in accordance with GAAP. Since January 1, management of 2012, the Company has Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal 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 information, and (ii) any known 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, controls. The Company has been disclosed made available to Parent prior all such disclosures made by management to the Company’s auditors and audit committee from January 1, 2012 to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is are 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 management of the Company 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of the Company has completed an its assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2006, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the board of directors of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data and (iiB) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Since January 1, 2005, the Company has not identified any material weaknesses in internal controls. To the Knowledge of the Company, there are no facts or circumstances that would prevent its chief executive officer and each such deficiency, weakness chief financial officer from giving the certifications and fraud so disclosed to auditors, if any, has been disclosed to Parent prior attestations required pursuant to the date hereofrules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due.

Internal Controls and Procedures. The Company ETP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyETP’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company ETP in the reports that it files or 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 management of Parent 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyETP’s management has completed an assessment of the effectiveness of the CompanyETP’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2013, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the CompanyETP’s auditors and the audit committee of the Company Board of Directors of Parent GP (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyETP’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 CompanyETP’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with provide reasonable assurance regarding the requirements of Section 404 reliability of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over Company’s financial reporting prior to and the date hereofpreparation of Company financial statements for external purposes in accordance with GAAP. Since July 1, management of 2012, the Company has Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal 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 information, and (ii) any known 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, controls. The Company has been disclosed made available to Parent prior all such disclosures made by management to the Company’s auditors and audit committee from July 1, 2012 to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2006, and such assessment concluded that such controls were effective. Based Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors and Parent (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which 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 executive officers or other employees who have a significant role in the Company’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to . As of the date hereofof this Agreement, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 3129, 2010 2013, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent ETP prior to the date hereof. (b) Susser MLP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Susser MLP’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Susser MLP in the reports that it files or 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 management of Susser Petroleum Partners GP LLC (“Susser MLP GP”) 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. Xxxxxx MLP GP’s management has completed an assessment of the effectiveness of Susser MLP’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 29, 2013, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Susser MLP GP has disclosed to Susser MLP’s auditors and the audit committee of the Board of Directors of Susser MLP GP (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Susser MLP’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 Susser MLP or Susser MLP GP’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to ETP prior to the date hereof.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 CompanyParent’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2016, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, which has been provided to the Company, management of the Company Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyParent’s ability to record, process, summarize and 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Company prior to the date hereof.

Internal Controls and Procedures. The Company Bemis has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to Bemis and the Bemis Subsidiaries and as otherwise as required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s Xxxxx’x disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Bemis in the reports that it files or 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 Xxxxx’x management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment Bemis, each Bemis Subsidiary and each of their respective officers and directors in their capacities as such are in material compliance with, and, since the effectiveness Applicable Date, have materially complied with, the applicable provisions of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for and the year ended December 31, 2010 and such assessment concluded that such controls were effectiveExchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, Xxxxx’x management of the Company has disclosed to the Company’s Xxxxx’x auditors and the audit committee of the Company Bemis Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s Xxxxx’x ability to record, process, summarize and 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 Xxxxx’x internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, . Bemis has been disclosed to Parent made available prior to the date hereofof this Agreement to Amcor (x) either materials relating to or a summary of any disclosure of matters described in clauses (i) or (ii) in the preceding sentence made by management of Bemis to its auditors and audit committee on or after the Applicable Date and prior to the date of this Agreement and (y) any material communication on or after the Applicable Date and prior to the date of this Agreement made by management of Bemis or its auditors to the audit committee as required by the listing standards of the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since the Applicable Date and prior to the date of this Agreement, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with Law, including from any current or former employee of Bemis or any Bemis Subsidiary regarding questionable accounting, auditing or legal compliance matters have, to the knowledge of Bemis, been received by Bemis.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effectivedisclosure. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role involved in financial reporting and (iii) any claim or allegation regarding any of the Company’s foregoing. Since April 3, 2022, neither the Company nor any Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective 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 hereofaccounting controls.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31June 30, 2010 2006, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data 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 controls 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.

Internal Controls and Procedures. (a) The Company is in compliance in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”) and (ii) the applicable listing and other rules and regulations of the NASDAQ Global Market and the Tel Aviv Stock Exchange, in each case as applicable to foreign private issuers and dual listed companies. The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). . (b) The Company’s management Company has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31disclosed, 2010 and such assessment concluded that such controls were effective. Based based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that reporting, which are reasonably likely to materially adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data and (ii) any fraud or allegation of fraud, whether or not material, known to the management of the Company that involves management or other employees employees, in each case who have a significant role in the Company’s internal control controls over financial reporting. The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2009, and each such deficiencyassessment concluded that the Company’s disclosure controls and procedures were effective as of December 31, weakness and fraud so disclosed 2009, at the reasonable assurance level. To the Company’s Knowledge, no executive officer of the Company has provided information to auditors, if any, has been disclosed to Parent prior any Governmental Authority regarding the commission of any crime or the violation of any Law applicable to the date hereofCompany, any of its Subsidiaries or any part of their respective operations. (c) The Company is in compliance in all material respects with the applicable provisions of the Israeli Companies Law regarding the maintenance of an audit committee and internal auditor.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, except where the failure to maintain such controls and procedures has not had, and would not have, a Company Material Adverse Effect. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, as of the date hereof, management of the Company Company, has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.

Internal Controls and Procedures. The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 management of Parent GP 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 Act. Management of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management Parent GP has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent GP has disclosed to the CompanyParent’s auditors and the audit committee of the Company Parent GP Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent the Partnership prior to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December as of March 31, 2010 2012, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors effective and the audit committee of the Company Board did not identify any (iA) any “significant deficiencies and deficiency” or “material weaknesses weakness” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect (as defined in any material respect Rule 13a-15 or 15d-15, as applicable, of the Company’s ability to report financial information and Exchange Act) or (iiB) any fraud, whether fraud or not material, allegation of fraud that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Such internal control over financial reportingreporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, and each such deficiency2011, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofKnowledge of the Company, neither the Company nor any of its Subsidiaries or any of their respective directors of officers has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures or methodologies of the Company or any of its Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Internal Controls and Procedures. (a) The Company is in compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT") and (ii) the xxxxxxxxxx xxsting and corporate xxxxxxxxxx xxles and regulations of the New York Stock Exchange. The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s 's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Act of 2002 Oxley Act. (the “Xxxxxxxx-Xxxxx Act”). b) The Company’s management Company has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31disclosed, 2010 and such assessment concluded that such controls were effective. Based on its most basxx xx xxx xxxx recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s 's auditors and the audit committee of the Board of Directors of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that reporting, which are reasonably likely to materially adversely affect in any material respect the Company’s 's ability to record, process, summarize and report financial information data and (ii) any fraud or allegation of fraud, whether or not material, known to management that involves management or other employees who have a significant role in the Company’s 's internal control controls over financial reporting. The Company carried out an evaluation, under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of March 31, 2005, and each such deficiencyassessment concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2005, at the reasonable assurance level, because of the material weakness and fraud so disclosed related to auditorsaccounting for income taxes described in Management's Report on Internal Control over Financial Reporting in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, if any, has been disclosed to Parent prior to 2005. As of the date hereof, management has taken actions that it believes should address such material weakness.

Internal Controls and Procedures. The Company Buyer has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyBuyer’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Buyer in the reports that it files or 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 CompanyBuyer’s management 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 of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The CompanyBuyer’s management has completed an assessment of the effectiveness of the CompanyBuyer’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2019, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof the Original Agreement, management of the Company Buyer has disclosed to the CompanyBuyer’s auditors and the audit committee of the Company Board board of directors of Buyer (the “Buyer Board”) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyBuyer’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 CompanyBuyer’s internal control over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent Buyer’s auditors or the audit committee of the Buyer Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereofof the Original Agreement.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2005, and such assessment concluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors and Parent (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which 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 executive officers or other employees who have a significant role in the Company’s internal control controls over financial reporting. As of the date of this Agreement, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofknowledge of the Company, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.

Internal Controls and Procedures. The Company (a) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is are 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 management of Parent 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of Parent has completed an its assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2009, and such assessment concluded that such controls were effective. Based To the knowledge of Parent, it has disclosed, based on its most recent evaluation of internal controls over financial reporting prior evaluations, to the date hereof, management of the Company has disclosed to the CompanyParent’s outside auditors and the audit committee of the Company Board board of directors of Parent (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely and any material weaknesses, which have more than a remote chance to materially adversely affect in any material respect the CompanyParent’s ability to record, process, summarize and report financial information data (as defined in Rule 13a-15(f) of the Exchange Act) and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control controls over financial reporting. (b) Since January 1, and each 2009, to the knowledge of Parent, neither Parent nor any of its subsidiaries nor any director, officer, employee, auditor, accountant or representative of Parent or any of its subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries, including any material complaint, allegation, assertion or claim that Parent or any of its subsidiaries has a “significant deficiency” or “material weakness” (as such deficiencyterms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to as in effect on the date hereof), in Parent’s internal controls over financial reporting.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s 's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes they file under the Exchange Act is are 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 management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 2002, as amended, and the rules and regulatioxx xxxxxxxxxxx thereunder (the “Xxxxxxxx"SARBANES-Xxxxx Act”OXLEY ACT"). The Company’s management of the Company has completed an assessment ixx xxxxxxxxxx of the effectiveness of the Company’s 's internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSarbanes-Xxxxx Oxley Act for the year ended December 31, 2010 2005, and such assessment concluded axxxxxxxxx xxxxluded that such controls were effective. Based The Company has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluation, management of the Company has disclosed to the Company’s 's outside auditors and the audit committee of the Company Board board of directors of the Company, (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s 's ability to record, process, summarize and report financial information data and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal control controls 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.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is are 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 management of the Company 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 of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of the Company has completed an its assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2009, and such assessment concluded that such controls were effective. Based To the knowledge of the Company, it has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofevaluations, management of the Company has disclosed to the Company’s outside auditors and the audit committee of the board of directors of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely and any material weaknesses, which have more than a remote chance to materially adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information data (as defined in Rule 13a-15(f) of the Exchange Act) 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 controls over financial reporting. (b) Since January 1, and each 2008, to the knowledge of the Company, neither the Company nor any of its subsidiaries nor any director, officer, employee, auditor, accountant or representative of the Company or any of its subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries, including any material complaint, allegation, assertion or claim that the Company or any of its subsidiaries has a “significant deficiency” or “material weakness” (as such deficiencyterms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to as in effect on the date hereof), in the Company’s internal controls over financial reporting.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company's internal control over financial reporting is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are being made in accordance with the authorization of management and directors of the Company, and (iii) any unauthorized use, acquisition or disposition of the Company’s assets that would materially affect the Company’s financial statements would be detected or prevented in a timely manner. The Company's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 's management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s 's management has completed an assessment of the effectiveness of the Company’s 's internal controls over financial reporting in compliance with the requirements of pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2015, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof. (b) Since January 1, management of 2014, neither the Company has disclosed to nor any of its Subsidiaries (including any employee thereof) nor the Company’s independent auditors and the audit committee has identified or been made aware of the Company Board (i) any significant deficiencies and material weaknesses weakness in the design or operation system of internal accounting controls over financial reporting that are reasonably likely to adversely affect in any material respect utilized by the Company’s ability to report financial information Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in the Company’s preparation of financial statements or the internal control over financial reportingaccounting controls utilized by the Company and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. Since January 1, and each such deficiency2014, weakness and fraud so disclosed to auditorsneither the Company nor any of its Subsidiaries nor, if any, has been disclosed to Parent prior to the date hereofKnowledge of the Company, any director, officer, employee, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has received any material written substantive complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Internal Controls and Procedures. The Company Rowan has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyRowan’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Rowan in the reports that it files or 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 CompanyRowan’s management 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 of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s Rxxxx’x management has completed an assessment of the effectiveness of the CompanyRowan’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Rowan has disclosed to the CompanyRowan’s auditors and the audit committee of the Company Board of Directors of Rowan (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyRowan’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyRowan’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Ensco prior to the date hereof.

Internal Controls and Procedures. The Company Ensco has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyEnsco’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Ensco in the reports that it files or 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 CompanyEnsco’s management 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 of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The CompanyEnsco’s management has completed an assessment of the effectiveness of the CompanyEnsco’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2017, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, hereof management of the Company Ensco has disclosed to the CompanyEnsco’s auditors and the audit committee of the Company Board of Directors of Ensco (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyEnsco’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyEnsco’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent Rowan prior to the date hereof.

Internal Controls and Procedures. The Company LTX-Credence has established and maintains disclosure controls and procedures and internal control over financial reporting (reporting, as such terms are defined in paragraphs (e) in, and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. The CompanyLTX-Credence’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company LTX-Credence in the reports that it files or 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 CompanyLTX-Credence’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management principal executive officer and principal financial officer of LTX-Credence have made all certifications required by the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. LTX-Credence and each of its Subsidiaries has completed an assessment established and maintains a system of internal control over financial reporting, which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the LTX-Credence Financials) for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the effectiveness assets of LTX-Credence and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of LTX-Credence and its Subsidiaries are being made only in accordance with authorizations of management and the CompanyBoard of Directors of LTX-Credence, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of LTX-Credence’s assets that could have a material effect on the financial statements of LTX-Credence and its Subsidiaries. To the Knowledge of LTX-Credence, since the date of LTX-Credence’s most recent periodic report filed with the SEC, neither LTX-Credence nor any of its Subsidiaries (including any LTX-Credence Employee), nor LTX-Credence’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the design or operation of internal controls control over financial reporting in compliance utilized by LTX-Credence and its Subsidiaries, (B) any fraud, whether or not material, that involves LTX-Credence’s management or other LTX-Credence Employees, or (C) any claim or allegation regarding any of the foregoing. In connection with the requirements of Section 404 of periods covered by the XxxxxxxxLTX-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting Credence Financials filed prior to the date hereofof this Agreement, management of the Company LTX-Credence has disclosed to the Company’s auditors and the audit committee of the Company Board Verigy (iI) any significant all deficiencies and material weaknesses identified in writing by LTX-Credence or LTX-Credence’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information utilized by LTX-Credence and its Subsidiaries and (iiII) any fraud, whether or not material, that involves LTX-Credence’s management or other employees who have a significant role in LTX-Credence Employees, or any claim or allegation regarding 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 hereofforegoing.

Internal Controls and Procedures. The Company Leucadia has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyLeucadia’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by the Company Leucadia in the reports that it files or 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 CompanyLeucadia’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanyLeucadia’s management has completed an assessment of the effectiveness of the CompanyLeucadia’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2011, and such assessment concluded that such controls were effective. Based Leucadia has disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the CompanyLeucadia’s auditors and the audit committee of the Company Leucadia Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the CompanyLeucadia’s ability to record, process, summarize and report financial information and (iib) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the CompanyLeucadia’s internal control controls over financial reporting, and each such deficiency, weakness and fraud so disclosed . There are no outstanding loans made by Leucadia or any of its Subsidiaries to auditors, if any, has been disclosed to Parent prior to any executive officer (as defined in Rule 3b-7 under the date hereofExchange Act) or director of Leucadia.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with provide reasonable assurance regarding the requirements of Section 404 reliability of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over Company’s financial reporting prior to and the date hereofpreparation of Company financial statements for external purposes in accordance with GAAP. Since January 1, management of 2013, the Company has Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal 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 information, and (ii) any known 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, controls. The Company has been disclosed made available to Parent prior all such disclosures made by management to the Company’s auditors and audit committee from January 1, 2013 to the date hereof.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. The Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes policies and procedures that (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company maintains disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed effective to ensure that all material information relating to the Company and its Subsidiaries required to be disclosed by the Company in the Company’s periodic reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such material information is accumulated and communicated made known to the Company’s principal executive officer and its principal financial officer by others within the Company or any of its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. With respect to the consolidated financial statements filed by the Company with the SEC since January 1, 2017, neither the Audit Committee of the Company Board or, to the Knowledge of the Company, the Company’s auditors has identified: (x) any significant deficiencies or 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 or any of its Subsidiaries’ ability to record, process, summarize and report financial information or (y) any fraud or allegation of fraud, whether or not material, that involves (or involved) management as appropriate to allow timely decisions regarding required disclosure or other employees who have (or had) a significant role in the Company’s internal control over financial reporting. The Company is, and to make has been since January 1, 2017, in compliance in all material respects with the certifications required pursuant to Sections 302 and 906 applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of 2002 (the “Xxxxxxxx-Xxxxx Act”)NYSE. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2010 2018, and such assessment concluded that such controls were system was effective. Based on Neither the Company nor any of its most recent evaluation Subsidiaries has outstanding, or has arranged any outstanding, “extension of internal controls over financial reporting prior credit” to the date hereof, management directors or executive officers of the Company has disclosed to the Company’s auditors and the audit committee prohibited by Section 402 of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofXxxxxxxx-Xxxxx Act.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material‌ respects with all legal and accounting requirements applicable to Company and the Company Subsidiaries and as otherwise required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Company’s management has completed an assessment , each Company Subsidiary, each predecessor entity thereto to which the Xxxxxxxx-Xxxxx Act was applicable and each of the effectiveness of the Company’s internal controls over financial reporting their respective officers and directors in their capacities as such are in compliance with with, and, since the requirements of Section 404 Applicable Date, have complied with, the applicable provisions of the Xxxxxxxx-Xxxxx Act for and the year ended December 31, 2010 and such assessment concluded that such controls were effectiveExchange Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofreporting, Company’s management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal 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 (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, . Since the Applicable Date and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofof this Agreement, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with Law, including from any current or former employee of Company, any Company Subsidiary or predecessor entities thereto, regarding questionable accounting, auditing or legal compliance matters have, to the knowledge of Company, been received by Company.

Internal Controls and Procedures. The Company (a) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s Parent's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company Parent in the reports that it files or 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 Parent's management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s Parent's management has completed an assessment of the effectiveness of the Company’s Parent's internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2014, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Parent has disclosed to the Company’s auditors and the audit committee of the Company Board (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s Parent's ability to 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 Parent's internal control over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent's auditors or the audit committee of the Parent Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. (b) Parent has complied with and is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE, and is in compliance in all material respects with all rules, regulations and requirements of the SEC and with the Xxxxxxxx-Xxxxx Act.

Internal Controls and Procedures. The Company (a) Except as disclosed in the QELP Reports, the chief executive officer and chief financial officer of QEGP have made all certifications (without qualification or exceptions to the matters certified) required by the Xxxxxxxx-Xxxxx Act to be made since December 31, 2008, and the statements contained in any such certifications are complete and correct; neither QELP nor its officers have received written notice from any governmental authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. Except as disclosed in the QELP Reports, QELP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyExcept as disclosed in the QELP Reports, QELP’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company QELP in the reports that it files or furnishes under the Exchange Act is are 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 management of QELP 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management of QELP has completed an its assessment of the effectiveness of the CompanyQELP’s internal controls control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 2008, and as disclosed in the QELP Reports, such assessment concluded that such controls were effectiveineffective as of such date. Based QELP has disclosed, based on its most recent evaluation of internal controls over financial reporting prior evaluations, to the date hereof, management of the Company has disclosed to the CompanyQELP’s outside auditors and the audit committee of the Company Board board of directors of QELP (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely and any material weaknesses, which have more than a remote chance to materially adversely affect in any material respect the CompanyQELP’s ability to record, process, summarize and report financial information data and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyQELP’s internal control over financial reporting. (b) Since January 1, and each 2009, no QELP Entity nor any director, officer, employee, auditor, accountant or representative of any QELP Entity has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any QELP Entity, including any material complaint, allegation, assertion or claim that any QELP Entity has a “significant deficiency” or “material weakness” (as such deficiencyterms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to as in effect on the date hereof) in internal controls. (c) No QELP Entity has, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of QEGP. No loan or extension of credit is maintained by any QELP Entity to which the second sentence of Section 13(k)(1) of the Exchange Act applies. (d) Except as disclosed in the QELP Reports, the QELP Entities (i) make and keep books, records and accounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, and (ii) maintain systems of internal accounting controls 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 QELP’s consolidated financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Internal Controls and Procedures. The Company NIC has established and maintains maintains, and at all times since January 1, 2019, has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of NIC’s financial reporting and the preparation of NIC’s financial statements for external purposes in accordance with GAAP. The CompanyNIC’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company NIC in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized 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 CompanyNIC’s management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The CompanySince January 1, 2018, NIC’s management has completed an assessment of the effectiveness of the Company’s internal controls over principal executive officer and its principal financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31officer, 2010 and such assessment concluded that such controls were effective. Based based on its their most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has have disclosed to the CompanyNIC’s auditors and the audit committee of the Company NIC Board of Directors (the material circumstances of which disclosure (if any) and significant facts learned during the preparation of such disclosure have been made available to Tyler) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyNIC’s internal control controls over financial reportingreporting and (iii) any written claim or allegation regarding clause (i) or (ii), and in each such deficiencycase, weakness and fraud so disclosed to auditorsthat has not been subsequently remedied. Since January 1, if any2018, neither NIC nor any NIC Subsidiary has received any material, written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of NIC or any NIC Subsidiary or their respective internal accounting controls, in each case, that has not been disclosed to Parent prior to the date hereofsubsequently resolved.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”)) and the statements contained in such certifications were true and accurate as of the date they were made. The Company’s management Company has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31disclosed, 2010 and such assessment concluded that such controls were effective. Based based on its most recent evaluation of internal controls over financial reporting prior to the date hereofof this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses known to the Company in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraudfraud known to the Company, whether or not material, that involves management executive officers or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as set forth in the Company SEC Documents, and as of the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed . There are no outstanding loans made by the Company or any Company Subsidiary to auditors, if any, has been disclosed to Parent prior to any executive officer (as defined in Rule 3b-7 under the date hereofExchange Act) or director of the Company.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 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 management 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31October 3, 2010 2020, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereofOriginal Agreement Date, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting, and in each such deficiencycase, weakness and fraud so that was disclosed to auditors, if any, has been disclosed to Parent the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereofOriginal Agreement Date. The Company maintains a system of internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or specific authorization, the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eExchange Act Rules 13a-15 and 15d-15) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms of the SECforms, and that all such material information is accumulated and communicated to the Company’s management management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure; and the Company maintains a system of internal control over financial reporting sufficient to make provide reasonable assurance regarding the certifications required pursuant reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to Sections 302 the maintenance of records that in reasonable detail accurately and 906 fairly reflect the transactions and dispositions of the Xxxxxxxx-Xxxxx Act assets of 2002 the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the “Xxxxxxxx-Xxxxx Act”)Company are being made only in accordance with the authorization of management and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the Company’s consolidated financial statements. The Company’s management has completed an assessment disclosure controls and procedures have been evaluated for effectiveness as of the effectiveness end of the period covered by the Company’s internal controls over financial reporting in compliance with most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the requirements of Section 404 case may be, that precedes the date of the Xxxxxxxx-Xxxxx Act Prospectus or any Permitted Free Writing Prospectus and were effective in all material respects to perform the functions for the year ended December 31, 2010 and such assessment concluded that such controls which they were effectiveestablished. Based on its the most recent evaluation of its internal controls control over financial reporting prior to the date hereofreporting, management of the Company has disclosed to the Company’s auditors and the audit committee was not aware of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and or (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 internal controls are overseen by the Audit Committee of the Board of Trustees of the Company in accordance with the applicable rules of the NYSE. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, and each such deficiencyor is reasonably likely to materially affect, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereofCompany’s internal control over financial reporting.