Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 31, 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 financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by 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 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. Since January 31, 2019, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31, 2019 through the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 31, 2019 has maintained, 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. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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 Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”). Since January December 31, 20192013, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which disclosure (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii)reporting. Since January December 31, 2019 through the date hereof2013, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved unresolved, written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Subsidiary its Subsidiaries or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 311, 2019 2016 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 financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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 Sarbanes Oxley Act. Since January 311, 20192016, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 311, 2019 2016 through the date hereof, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 311, 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 financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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 Sarbanes Oxley Act. Since January 311, 2019, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 311, 2019 through the date hereof, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established designed and maintains, and at all times since January 31, 2019 has maintained, 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 Act and as necessary to provide reasonable assurance regarding the reliability of financial reporting and the permit preparation of financial statements for external purposes in accordance conformity with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe Company’s management as appropriate principal executive officer and its 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. Since January 31Except as would not constitute, 2019individually or in the aggregate, Parent’s principal executive officer and a Company Material Adverse Effect, the Company has disclosed, based on its principal financial officer have disclosed most recent evaluation prior to Parentthe date hereof, to the Company’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Board, (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting, reporting and (ii) any fraud, whether or not material, allegation of fraud that involves management of the Company or any other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting or disclosure controls and (iii) any written claim or allegation regarding clauses (i) or (ii)procedures. Since January 3128, 2019 through 2011, to the date hereofKnowledge of the Company, neither Parent nor any Parent Subsidiary the Company or its Subsidiaries has received any material, unresolved written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Subsidiary its Subsidiaries or their respective internal accounting controls.

Internal Controls and Procedures. Parent (a) The Company has established and maintains, and at all times since January 31, 2019 has maintained, 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. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by Parent 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 Parentthe 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. Since January There were no significant deficiencies or material weaknesses identified in the management’s assessment of internal controls as of and for the year ended December 31, 20192021 and the subsequent quarters thereafter ended March 31, Parent’s principal executive officer 2022 and its principal financial officer have June 30, 2022 (nor has any such deficiency or weakness been identified since such date). The Company has disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, 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, in each case, that was disclosed to 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 and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31, 2019 through 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, neither Parent nor any Parent Subsidiary has received any materialand is in compliance in all material respects with all applicable rules, unresolved complaint, allegation, assertion or claim regarding regulations and requirements of the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controlsSEC and with the Xxxxxxxx-Xxxxx Act.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 31September 27, 2019 2021 has maintainedmaintained (except as set forth in Company SEC Documents filed with the SEC prior to the date hereof), 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. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. Since January 31September 27, 20192021, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii)reporting. Since January 31September 27, 2019 through the date hereof2021, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the impropriety of any accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 31, 2019 has maintained, 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. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. The Company’s internal controls over financial reporting provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since January 31September 27, 20192015, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reportingreporting 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 known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over controls. Each of the principal executive officer and the principal financial reporting officer of the Company (or each former principal executive officer of the Company and (iiieach former principal financial officer of the Company, as applicable) any written claim has made all certifications required by Rule 13a-14 or allegation regarding clauses (i) or (ii). Since January 3115d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, 2019 through and the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controlsstatements contained in such certifications are true and accurate.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 31April 1, 2019 2015 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 financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. Since January 31April 1, 20192015, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii)reporting. Since January 31April 1, 2019 through the date hereof2015, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved unresolved, complaint, allegation, assertion or claim regarding the impropriety of any accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established designed and maintains, and at all times since January 31, 2019 has maintained, maintained 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, designed Act and as necessary to provide reasonable assurance regarding the reliability of financial reporting and the permit preparation of financial statements for external purposes in accordance conformity with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. Since January 31Except as would not constitute, 2019individually or in the aggregate, Parent’s principal executive officer and a Company Material Adverse Effect, the Company has disclosed, based on its principal financial officer have disclosed most recent evaluation prior to Parentthe date hereof, to the Company’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Board, (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting, reporting and (iib) any fraud, whether or not material, allegation of fraud that involves management of the Company or any other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting or disclosure controls and (iii) any written claim or allegation regarding clauses (i) or (ii)procedures. Since January 311, 2019 through 2011, to the date hereofKnowledge of the Company, neither Parent the Company nor any Parent Subsidiary its Subsidiaries has received any material, unresolved written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Subsidiary its Subsidiaries or their respective internal accounting controlscontrols that could reasonably be expected to result in a Company Material Adverse Effect.

Internal Controls and Procedures. Parent (a) The Company has established and maintains, and at all times since January 31, 2019 has maintained, 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. ParentThe Company’s disclosure controls and procedures are reasonably designed designed, and since January 1, 2015, have been reasonably designed, to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. . (b) Since January 311, 20192015, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reportingreporting 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 known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting (as such term is defined in paragraph (f) of Rule 13a-15 under the Exchange Act). The Company has made available to Acquiror all disclosures described in this Section 4.5(b) made by management to the Company’s auditors and audit committee from January 1, 2015 to the date hereof. (iiic) Since the enactment of the Xxxxxxxx-Xxxxx Act, the Company has not made any written claim prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or allegation regarding clauses director of the Company or any of its Subsidiaries. There are no outstanding loans or other extensions of credit 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 or any of its Subsidiaries. (d) Since January 1, 2015, (i) or (ii). Since January 31, 2019 through neither the date hereof, neither Parent Company nor any Parent Subsidiary of its Subsidiaries has received received, in writing, any material, unresolved material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Subsidiary of its Subsidiaries or their respective internal accounting controls, and (ii) to the knowledge of the Company, no attorney representing 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 or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board of Directors or any committee thereof pursuant to the rules of the SEC adopted under Section 307 of Xxxxxxxx-Xxxxx Act.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 31March 17, 2019 2017 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 financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. Since January 311, 20192015, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii)reporting. Since January 311, 2019 through the date hereof2015, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved unresolved, complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 31, 2019 has maintained, 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, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe Company’s management as appropriate 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. Since January 31The 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 February 2, 20192014, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors such assessment concluded that such controls were effective and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) did not identify (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting, reporting and (ii) any fraud, whether or not material, allegation of fraud that involves management of the Company or any other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting or disclosure controls and (iii) any written claim or allegation regarding clauses (i) or (ii)procedures. Since January 31February 2, 2019 through 2014, to the date hereofKnowledge of the Company, neither Parent the Company nor any Parent Subsidiary of its Subsidiaries has received any material, unresolved written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Subsidiary its Subsidiaries or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 31April 1, 2019 2015 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 financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. Since January 31April 1, 20192015, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) ) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii)reporting. Since January 31April 1, 2019 through the date hereof2015, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved unresolved, complaint, allegation, assertion or claim regarding the impropriety of any accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent (a) The Company has established and maintains, and at all times since January 311, 2019 2020 the Company 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 financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent. (b) The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. . (c) Since January 311, 20192021, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereofParent) (i) any “significant deficiencies deficiencies” and “material weaknesses weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal controls over financial reporting, or (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 accounting controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii)reporting. Since January 311, 2019 through the date hereof2021, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established designed and maintains, and at all times since January 31, 2019 has maintained, 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 Act and as necessary to provide reasonable assurance regarding the reliability of financial reporting and the permit preparation of financial statements for external purposes in accordance conformity with U.S. GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe Company’s management as appropriate principal executive officer and its 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. Since January 31Except as would not constitute, 2019individually or in the aggregate, Parent’s principal executive officer and a Company Material Adverse Effect, the Company has disclosed, based on its principal financial officer have disclosed most recent evaluation prior to Parentthe date hereof, to the Company’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Board, (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting, reporting and (ii) any fraud, whether or not material, allegation of fraud that involves management of the Company or any other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting or disclosure controls and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31, 2019 through the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 31, 2019 has maintained, 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, designed to provide reasonable assurance regarding and (b) the reliability of Company has established and maintains internal control over financial reporting and (as such term is defined in Rule 13a-15(f) under the preparation of financial statements for external purposes in accordance with GAAPExchange Act) as required by Rule 13a-15(a) under the Exchange Act. Parent’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 Parent the Company in the reports that it files or furnishes submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate 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 submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms of forms. Since December 31, 2010, the SEC, and that all such material information is accumulated and communicated Company has disclosed to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure independent auditors and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Since January 31, 2019, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board the Board of directors Directors (the material circumstances of which (if anyx) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any all significant deficiencies and material weaknesses in the design or operation of internal such disclosure controls over and procedures that the Company determined are or were reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize and report financial reporting, information and (iiy) any fraud, whether or not material, material fraud that is known to the Company that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting reporting, and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31, 2019 through all such matters are listed on Section 3.6 of the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controlsDisclosure Schedule.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 311, 2019 2016 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 financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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 Sarbanes Oxley Act. Since January 311, 20192016, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) ) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 311, 2019 2016 through the date hereof, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 31May 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 financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. Since January 31May 1, 2019, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii)reporting. Since January 31May 1, 2019 through the date hereof2019, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved unresolved, complaint, allegation, assertion or claim regarding the impropriety of any accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent (a) The Company has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in alerting in a timely manner the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic and current reports required under the Exchange Act. (b) The Company and its Subsidiaries have established and maintained 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 under the Exchange Act(“internal controls”). Such internal controls are designed, designed and are functioning effectively, to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. Parent’s disclosure The Company has disclosed, based on its most recent evaluation of internal controls and procedures are reasonably designed to ensure that all material information required to be disclosed by 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 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. Since January 31, 2019, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) of this Agreement, to the Company’s outside auditors and audit committee of the board of directors of the Company (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over that, individually or in the aggregate, are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial reporting, 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 controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii)controls. Since January 31, 2019 through The Company has made available to Parent prior to the date hereofof this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, neither Parent 2007. (c) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have timely made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (d) Neither the Company nor any Parent Subsidiary of its Subsidiaries is a party to, or has received any materialcommitment to become a party to, unresolved complaintany joint venture, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent off-balance sheet partnership or any Parent Subsidiary similar Contract or their respective internal accounting controlsarrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, 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 arrangement” (as defined in Item 303(a) of Regulation S-K)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s consolidated financial statements or Company SEC Documents.

Internal Controls and Procedures. Parent (a) The Company has established and maintains, and at all times since January 31, 2019 has maintained, 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. ParentThe Company’s disclosure controls and procedures are reasonably designed designed, and since January 1, 2021, have been reasonably designed, to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. . (b) Since January 311, 20192021, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reportingreporting 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 known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting and (iiias such term is defined in paragraph (f) any written claim or allegation regarding clauses (i) or (iiof Rule 13a-15 under the Exchange Act). Since The Company has made available to Acquiror all disclosures described in this Section 4.5(b) made by management to the Company’s auditors and audit committee from January 311, 2019 through 2021, to the date hereof. (c) Since January 1, 2021, neither Parent the Company nor any Parent Subsidiary of its Subsidiaries has received received, in writing, any material, unresolved material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Subsidiary of its Subsidiaries or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 31June 3, 2019 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 financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. Since January 31, 20192017, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which disclosure (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses clause (i) or (ii). Since January 31, 2019 through the date hereof2017, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent (a) The Company has established and maintains, and at all times since January 31, 2019 has maintained, 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. ParentThe Company’s disclosure controls and procedures are reasonably designed designed, and since January 1, 2020, have been reasonably designed, to ensure that all material information required to be disclosed by Parent 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 Parentthe 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. . (b) Since January 311, 20192020, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reportingreporting 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 known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting (as such term is defined in paragraph (f) of Rule 13a-15 under the Exchange Act). The Company has made available to Acquiror all disclosures described in this Section 4.5(b) made by management to the Company’s auditors and audit committee from January 1, 2020, to the date hereof. (iiic) Since the enactment of the Xxxxxxxx-Xxxxx Act, the Company has not made any written claim prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or allegation regarding clauses director of the Company or any of its Subsidiaries. There are no outstanding loans or other extensions of credit 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 or any of its Subsidiaries. (d) Since January 1, 2020, (i) or (ii). Since January 31, 2019 through neither the date hereof, neither Parent Company nor any Parent Subsidiary of its Subsidiaries has received received, in writing, any material, unresolved material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Subsidiary of its Subsidiaries or their respective internal accounting controls, and (ii) to the knowledge of the Company, no attorney representing 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 or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board of Directors or any committee thereof pursuant to the rules of the SEC adopted under Section 307 of Xxxxxxxx-Xxxxx Act.

Internal Controls and Procedures. Parent The Company has established designed and maintains, and at all times since January 31, 2019 has maintained, 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 Act and as necessary to provide reasonable assurance regarding the reliability of financial reporting and the permit preparation of financial statements for external purposes in accordance conformity with GAAPGAAP and to maintain asset accountability. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe Company’s management as appropriate principal executive officer and its 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. Since January 31The Company has disclosed, 2019based on its most recent evaluation prior to the date hereof, Parent’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Board, (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting, reporting and (ii) any fraud, whether or not material, allegation of fraud that involves management of the Company or any other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting or disclosure controls and (iii) any written claim or allegation regarding clauses (i) or (ii)procedures. Since January 312, 2019 through the date hereof2010, neither Parent nor any Parent Subsidiary the Company or its Subsidiaries has received any material, unresolved written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Subsidiary its Subsidiaries or their respective internal accounting controls.