Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’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, 2023, and such assessment concluded that such controls were effective and did not identify any (A) “significant deficiency” or “material weakness” in the design or operation of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, of the Exchange Act) or (B) fraud or allegation of fraud that involves management or other employees who have a significant role in Parent’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 the preparation of financial statements for external purposes in accordance with GAAP. No personal loan or other extension of credit by Parent or any Parent Significant Subsidiary has, to the Knowledge of Parent, any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act with respect to such reports. (e) Neither and Section 402 of the Xxxxxxxx-Xxxxx Act from January 1, 2022. From January 1, 2022 through the date of this Agreement, neither Parent nor any Parent Subsidiary is a party toSignificant Subsidiaries or 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 Parent or any Parent Significant Subsidiaries, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliatetheir respective internal accounting controls, including any structured financematerial complaint, special purpose allegation, assertion 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 under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, claim that Parent or any of the Parent Significant Subsidiaries has engaged in Parent’s unlawful accounting or such Parent Subsidiary’s published financial statementsauditing practices.

Internal Controls and Procedures. (a) Parent and Services are in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act, and the provisions of the Exchange Act and the Securities Act relating thereto, which are applicable to Parent and Services. Each of the chief principal executive officers of Parent and Services and the principal financial officers of Parent and Services (or each former principal executive officer of Parent and the chief Services and each former principal financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of ParentServices, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and or Sections 302 and 906 of SOX the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreementthe preceding sentence, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOXthe Xxxxxxxx-Xxxxx Act. None of Parent or Neither Parent, Services nor any of the Parent its other Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) the Xxxxxxxx-Xxxxx Act. Each of Parent and Services has established and maintains a system of “disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Each of Parent’s and Services’ disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent and Services 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 and Services’ 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. Without limiting the generality of the foregoing, Parent and its Subsidiaries, including Services, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (Aa) that transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain asset accountability; (Bc) that transactions are executed access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization; and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls the recorded accounting for assets is compared with the existing assets at reasonable intervals and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act appropriate action is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act taken with respect to such reports. (e) Neither any material differences. Parent nor has delivered to the Company complete and accurate copies of notices received from its independent auditor of any Parent Subsidiary is a party tosignificant deficiencies or material weaknesses in Parent’s or Services’ internal control over financial reporting since December 31, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent 2013 and any other management letter or similar correspondence from any independent auditor of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries, including Services, received since December 31, 2013. Parent and Services have implemented such programs and taken such steps as they believe are necessary to effect compliance with all provisions of Section 404 of the Xxxxxxxx-Xxxxx Act and, since December 31, 2013, has not received, orally or in writing, any notification that its independent auditor (i) believes that either Parent Subsidiaries or Services will not be able to complete its assessment before the reporting deadline, or, if it will be completed prior to such deadline, that it will not be completed in Parent’s sufficient time for the independent auditor to complete its assessment or such Parent Subsidiary’s published financial statements(ii) will not be able to issue unqualified attestation reports with respect thereto.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, is in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements of the NYSErequirements. (d) The Parent maintains and has at all times since July 1, 2024, maintained “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as defined in Rules Rule 13a-15(f) and 15d-15(f) of under the Exchange Act) and of ICRF (as defined under National Instrument 52-109) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (Ai) mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent and the Parent Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions receipts and expenditures of Parent and the Parent Subsidiaries are executed being made only in accordance with the authorization appropriate authorizations of management and the Parent Board of Directors and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Parent and the Parent 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 Parent that has caused Parent to believe that there are any material weaknesses or significant deficiencies in such internal control over financial reporting. Since January 1, 2017, no material complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Parent. Since January 1, 2017, Parent has not received any material complaints through Parent’s properties whistleblower hotline or assetsequivalent system for receipt of employee concerns regarding possible violations of applicable Law. Since January 1, 2017, no attorney representing Parent or any of the Parent Subsidiaries, whether or not employed by Parent or any of the Parent Subsidiaries, has reported evidence of a violation of applicable Law that are securities laws, breach of fiduciary duty or such similar violation by Parent or any of its officers, directors, employees or agents to Parent’s chief legal officer, audit committee of Parent Board of Directors or to Parent Board of Directors pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (db) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e13a-15(c) of the Exchange Act) utilized by and DC&P (as defined in National Instrument 52-109) of Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer disclosure. The management of Parent to make has completed an assessment of the certifications required under the Exchange Act with respect to effectiveness of Parent’s disclosure controls and procedures as of December 31, 2017, and such reportsassessment concluded that such controls were effective as of such date. (ec) Neither The Parent nor any Parent Subsidiary is a party toSEC Documents accurately summarize, or has any commitment to become a party toin all material respects, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the outstanding Derivative positions of Parent and any of the Parent Subsidiaries, on including Hydrocarbon and financial Derivative positions attributable to the one handproduction and marketing of Parent and the Parent Subsidiaries, 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 under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsdates reflected therein.

Internal Controls and Procedures. (a) The Company is in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act, and the provisions of the Exchange Act and the Securities Act relating thereto, which are applicable to the Company. Each of the chief principal executive officers and the principal financial officers of the Company (or, as applicable, each former principal executive officer of Parent and the chief each former principal financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parentthe Company), as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and or Sections 302 and 906 of SOX the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreementthe preceding sentence, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOXthe Xxxxxxxx-Xxxxx Act. None of Parent or Neither the Company nor any of the Parent its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent the Xxxxxxxx-Xxxxx Act. The Company has established and maintains a system of “disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such 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 applicable 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. Without limiting the generality of the foregoing, the Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (Aa) that transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain asset accountability; (Bc) that transactions are executed access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization; and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls the recorded accounting for assets is compared with the existing assets at reasonable intervals and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act appropriate action is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act taken with respect to such reports. (e) Neither any material differences. The Company has delivered to Parent nor complete and accurate copies of notices received from its independent auditor of any Parent Subsidiary is a party tosignificant deficiencies or material weaknesses in the Company’s internal control over financial reporting since December 31, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent 2013 and any other management letter or similar correspondence from any independent auditor of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Company or any of their Subsidiaries received since December 31, 2013. The Company has implemented such programs and taken such steps as it believes are necessary to effect compliance with all provisions of Section 404 of the Parent Subsidiaries Xxxxxxxx-Xxxxx Act and, since December 31, 2013, has not received, orally or in Parent’s writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if it will be completed prior to such deadline, that it will not be completed in sufficient time for the independent auditor to complete its assessment or such Parent Subsidiary’s published financial statements(ii) will not be able to issue unqualified attestation reports with respect thereto.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets. (c) Parent is, and since January 1, 2017 has been, The Company is in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements of the NYSErequirements. (d) The Company maintains and has at all times since May 9, 2023, maintained “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent the Company nor any Parent Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any of the Parent Company 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains Sellers maintain a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) reporting sufficient to provide reasonable assurance that (Ai) that transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedGAAP and to maintain asset accountability, (Biii) that transactions are executed access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization, and (Civ) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects recorded accountability for assets is compared with the applicable listing existing assets at reasonable intervals and corporate governance rules and requirements of the NYSE. (d) The “appropriate action is taken with respect to any differences. Seller Parent has established disclosure controls and procedures” procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) of for the Exchange Act) utilized by Parent are reasonably Companies and designed such disclosure controls and procedures to ensure that all material information (both financial relating to the Companies is made known to the certifying officers by others within those entities. Sellers have evaluated the effectiveness of the Companies’ controls and non-financial) required procedures as of the date prior to be disclosed by Parent in the reports that it files or submits filing date of Seller Parent’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”) and determined that such controls were effective to provide reasonable assurance that material information required to be included in Seller Parent’s periodic SEC reports is recorded, processed, summarized and reported within the periods time period specified under Applicable Law. Since the Evaluation Date, there have been no significant changes in Seller Parent’s or the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated Companies’ internal control over financial reporting or, to the management Knowledge of Parent to allow timely decisions regarding required disclosure and to enable Seller Parent, in other factors that could significantly affect Seller Parent’s or the chief executive officer and chief Companies’ internal control over financial officer of Parent to make the certifications required under the Exchange Act with respect to such reportsreporting. (eb) Neither Parent Except as set forth in Schedule 4.27(b), neither any of the Companies nor any Parent Subsidiary is a party todirector, officer, manager, member or has any commitment to become a party toemployee, any joint ventureauditor, off balance sheet partnership accountant or representative of the Companies, Sellers or any similar Contract of their Affiliates has received or been under a duty to report (including any Contract or arrangement relating self-reporting obligation) to any transaction Governmental Authority or relationship between the board of directors of Seller Parent or among Parent and the audit committee thereof any non-frivolous material written complaint, allegation, assertion or claim, regarding the accounting, reserving or auditing practices, procedures, methodologies or methods of the Companies or their respective internal control over financial reporting, including any material complaint, allegation, assertion or claim that any of the Parent SubsidiariesCompanies has engaged in questionable accounting, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose reserving 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 under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsauditing practices.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documentsmaintains, and the statements contained in such certifications are true at all times since January 31, 2016 has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only for external purposes in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of GAAP. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect Xxxxxxxx-Xxxxx Act. Since January 31, 2016, 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 reports. disclosure have been made available to the Company prior to the date hereof) (ei) Neither 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, 2016 through the date hereof, neither Parent nor any Parent Subsidiary is a party tohas received any material, unresolved complaint, allegation, assertion or has any commitment to become a party toclaim regarding the accounting or auditing practices, any joint ventureprocedures, off balance sheet partnership methodologies or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any methods of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s Subsidiary or such Parent Subsidiary’s published financial statementstheir respective internal accounting controls.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent The Company has designed and the chief financial officer of Parent (or each former chief executive officer of Parent maintained “disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officerprocedures” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control controls over financial reporting” (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as required by Rule 13a-15 under the Exchange Act and as reasonably necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent. The Company’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the management of Parent Company’s principal executive officer and principal financial officer by others in the Company or its Subsidiaries to allow timely decisions regarding required disclosure and to enable make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (b) The Company has disclosed, based on its most recent evaluation prior to the date hereof, 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 which are reasonably likely to adversely affect 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 controls over financial reporting. Each of the Company and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud. (c) Each of the principal executive officer and 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 the Company SEC Documents, 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 any outstanding “extensions of credit” or has arranged any outstanding “extensions of credit” to 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 and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any general counsel of the Parent 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 arrangements” (as defined Company in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any accordance with Section 307 of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsXxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect pursuant to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent Sections 302 and any 906 of the Parent SubsidiariesXxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’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, on the one hand2020, and such assessment concluded that such controls were effective and did not identify any unconsolidated Affiliate, including any structured finance, special purpose (A) “significant deficiency” or limited purpose entity “material weakness” in the design or Person, on the other hand, or any “off balance sheet arrangements” operation of internal control over financial reporting (as defined in Item 303(a) Rule 13a-15 or 15d-15, as applicable, of Regulation S-K under the Exchange Act))) or (B) fraud or allegation of fraud that involves management or other employees who have a significant role in Parent’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 the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of Parent, where from January 1, 2020 through the resultdate of this Agreement, purpose neither Parent nor any of its Significant Subsidiaries or intended effect any of such Contract is to avoid disclosure of their respective directors or officers has received any material transaction involvingwritten complaint, allegation, assertion or material liabilities ofclaim regarding the accounting or auditing practices, procedures or methodologies of Parent or any of the its Significant Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Significant Subsidiaries has engaged in Parent’s unlawful accounting or such Parent Subsidiary’s published financial statementsauditing practices.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets. (c) Parent The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent the Company nor any Parent Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any of the Parent Company 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets. (c) Parent The Company is, and since January 1November 14, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent the Company nor any Parent Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any of the Parent Company 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 and Rule 15d-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable make the chief certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’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. No executive officer and chief financial officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Exchange Sarbanes Oxley Act with respect to such reports. (e) any Parent SEC Document, except as disclosed in certifications filed with the Parent SEC Documents. Neither Parent nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since the enactment of the Sarbanes Oxley Act, neither Parent Subsidiary is a party to, nor any of its Subsidiaries has made or has permitted to remain outstanding any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating prohibited loans to any transaction or relationship between or among executive officer of Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act)), where the result, purpose ) or intended effect director of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsits Subsidiaries.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act Xxxxxxxx-Xxxxx Act. Parent’s internal controls over financial reporting are effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with respect GAAP and include policies and procedures that (i) pertain to such reportsthe maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent, (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 Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements. (eb) Neither Parent nor any Parent Subsidiary is a party toSince September 30, or has any commitment to become a party to2013, any joint venturenone of Parent, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of Parent’s independent accountants, the Parent Subsidiaries, on the one hand, and Board of Directors or its audit committee has received any unconsolidated Affiliate, including any structured finance, special purpose oral 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 under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure written notification of any material transaction involving, (i) significant deficiency or material liabilities ofweakness in the design or operation of internal controls over financial reporting that is reasonably likely to adversely affect Parent’s ability to record, Parent process, summarize and report financial information or any of the Parent Subsidiaries (ii) fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s or such Parent Subsidiary’s published internal control over financial statementsreporting, in each case that has not been appropriately and adequately remedied by Parent.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC DocumentsCompany maintains, and the statements contained in such certifications are true at all times since January 1, 2008 has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (, as such terms are defined in in, and as required by, Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent. Company’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC. Company has delivered or made available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. Company is, and has been at all times since January 1, 2008, in compliance in all material respects with respect the applicable listing requirements of Nasdaq, and has not since January 1, 2008 received any notice asserting any non-compliance with the listing requirements of Nasdaq. The principal executive officer and principal financial officer of Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. Company and each of its Subsidiaries maintains, and at all times since January 1, 2008 has maintained, 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 maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Company 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 Company and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Company’s assets that could have a material effect on the financial statements of Company and its Subsidiaries. Company has delivered or made available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such reports. internal accounting controls. Company’s management has completed an assessment of the effectiveness of Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal years ended December 31, 2008 and December 31, 2009, and such assessment concluded that such controls were effective and Company’s independent registered accountant has issued (eand not subsequently withdrawn or qualified) Neither Parent an attestation report concluding that Company maintained effective internal control over financial reporting as of December 31, 2008 and December 31, 2009, respectively. Except as set forth in Section 2.4(d) of the Company Disclosure Schedule, to the Knowledge of Company, since January 1, 2008, neither Company nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract of its Subsidiaries (including any Contract Company Employee), nor Company’s independent auditors, has identified or arrangement relating to been made aware of (A) any transaction significant deficiency or relationship between material weakness in the design or among Parent operation of internal control over financial reporting utilized by Company and its Subsidiaries, (B) any illegal act or fraud, whether or not material, that involves 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, Company has disclosed to Parent all deficiencies and weaknesses identified in writing by Company or Company’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting utilized by Company and 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent Buyer maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and that include those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Buyer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of the Buyer are executed being made only in accordance with the authorization authorizations of management and the directors of the Buyer; (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Buyer’s properties or assets. assets that could be material to the Buyer’s financial statements; and (civ) Parent is, and since January 1, 2017 has been, provide reasonable assurance that the interactive data in compliance eXtensible Business Reporting Language incorporated by reference in the Buyer SEC Reports fairly presents the required information in all material respects and has been prepared in accordance with the applicable listing and corporate governance SEC’s rules and requirements of the NYSEguidelines applicable thereto. (db) The Buyer maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Buyer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC forms, including controls and procedures designed to ensure that all such information required to be disclosed is accumulated and communicated to the Buyer’s management of Parent as appropriate to allow timely decisions regarding required disclosure. Buyer has carried out evaluations of the effectiveness of its disclosure controls and to enable the chief executive officer and chief financial officer procedures as required by Rule 13a-15 of Parent to make the certifications required under the Exchange Act with respect to and such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent disclosure controls and any procedures were effective as of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any end of the Parent Subsidiaries in ParentBuyer’s or such Parent Subsidiary’s published financial statementsmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) Each 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 chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, Exchange Act) as applicable) has made all applicable certifications required by Rule 13a-14 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all information required to be disclosed by Parent in the reports that it files or 15d-14 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 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 SOX the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with respect to the Parent SEC Documentsrequirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2021, and such assessment concluded that such controls were effective and did not identify any (A) “significant deficiency” or “material weakness” in the statements contained design or operation of internal control over financial reporting (as defined in such certifications are true and accurate. For purposes of this AgreementRule 13a-15 or 15d-15, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any as applicable, of the Parent Subsidiaries has outstanding, Exchange Act) or has arranged any outstanding, “extensions (B) fraud or allegation of credit” to directors fraud that involves management or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains other employees who have a system of “significant role in Parent’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 the preparation of financial statements for external purposes in accordance with GAAP. Parent’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurance regarding the reliability of financing reporting and the preparation of financial statements for external purposes in accordance with GAAP (Aincluding (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions receipts and expenditures are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsassets that would materially affect Parent’s financial statements). (cb) Parent isTo the Knowledge of Parent, and since January 1from February 22, 2017 has been2022 through the date of this Agreement, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (di) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership of its Subsidiaries or any similar Contract (including any Contract of their respective directors or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of officers has received any material transaction involvingwritten complaint, allegation, assertion or material liabilities ofclaim regarding the accounting or auditing practices, procedures or methodologies of Parent or any of its Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in unlawful accounting or auditing practices and (ii) there has been no material change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise) of Parent that is not described in the consolidated financial statements (including all related notes and schedules) of Parent and its Subsidiaries included in the Parent SEC Documents. Since February 22, 2022, Parent and its Subsidiaries have not identified and have not been advised in writing by the auditors of Parent and its Subsidiaries of any fraud or allegation of fraud, whether or not material, that involves management or other employees of Parent or any of its Subsidiaries who have a role in Parent’s or such Parent Subsidiary’s published any of its Subsidiaries internal controls over financial statementsreporting.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent CCE has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains "disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures" and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “"internal control over financial reporting” " (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “Exchange Act. CCE's disclosure controls and procedures” (as defined procedures are effective in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure providing reasonable assurance that all material information (both financial and non-financial) required to be disclosed by Parent CCE in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the CCE's management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Section 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act. CCE adheres to and enforces a system of internal control over financial reporting which is 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 CCE 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 CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and, if required, the CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Assets of CCE and its Subsidiaries. CCE's management has completed its assessment of the effectiveness of CCE's internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act with respect for the year ended December 31, 2009, and such assessment concluded that such controls were effective. Except as set forth on Section 4.7 of the CCE Disclosure Letter, neither CCE, nor to such reports. the Knowledge of CCE, CCE's independent auditors has identified or been made aware of (eA) Neither Parent nor any Parent Subsidiary is significant deficiency or material weakness, in each case which has not been subsequently remediated, in the system of internal control over financial reporting utilized by CCE and its Subsidiaries, taken as a party towhole, or has (B) any commitment to become fraud that involves CCE's management or other employees who have a party to, any joint venture, off balance sheet partnership role in the preparation of financial statements with financial reporting oversight or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published internal control over financial statementsreporting utilized by CCE.

Internal Controls and Procedures. The Company is in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act and the provisions of the Exchange Act and the Securities Act relating thereto which under the terms of such provisions (aincluding the dates by which such compliance is required) have become applicable to the Company. Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) the Company has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and or Sections 302 and 906 of SOX the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreementthe preceding sentence, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOXthe Xxxxxxxx-Xxxxx Act. None of Parent or Neither the Company nor any of the Parent its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent the Xxxxxxxx-Xxxxx Act. The Company has established and maintains a system of “disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentExchange Act. The Company’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect Xxxxxxxx-Xxxxx Act. The Company has delivered or made available to such reports. (e) Neither Parent nor complete and accurate copies of notices received by the Company from its independent auditor of any Parent Subsidiary is a party tosignificant deficiencies or material weaknesses in the Company’s internal control over financial reporting since January 1, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent 2008 and any other management letter or similar correspondence received by the Company since January 1, 2008 from any independent auditor of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Company or any of its Subsidiaries (at the Parent time such entities were Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsof the Company).

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 and Rule 15d-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable make the chief certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’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, 2014, and such assessment concluded that such controls were effective. No executive officer and chief financial officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Exchange Sarbanes Oxley Act with respect to such reports. (e) any Parent SEC Document, except as disclosed in certifications filed with the Parent SEC Documents. Neither Parent nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since the enactment of the Sarbanes Oxley Act, neither Parent Subsidiary is a party to, nor any of its Subsidiaries has made or has permitted to remain outstanding any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating prohibited loans to any transaction or relationship between or among executive officer of Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act)), where the result, purpose ) or intended effect director of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsits Subsidiaries.

Internal Controls and Procedures. (a) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent the Company (or each former chief principal executive officer of Parent the Company and each former chief principal financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) with respect to the Parent Company SEC DocumentsReports, and the statements contained in such certifications are true and accurateaccurate in all material respects. For purposes of this Agreement, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOX. None of Parent or Neither the Company nor any of the Parent Subsidiaries its subsidiaries has outstanding, or outstanding (nor has arranged or modified since the enactment of SOX) any outstanding, “extensions of credit” to directors or executive officers (within the meaning of Section 402 of SOX) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its subsidiaries. (b) Parent The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) accounting controls sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization; and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable make the certifications of the chief executive officer and chief financial officer of Parent to make the certifications Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board and on Section 3.7(c) of the Company Disclosure Schedule (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 controls over financial reporting. (ed) Neither Parent Since December 31, 2004, (i) neither the Company nor any Parent Subsidiary is a party toof its subsidiaries nor, or has any commitment to become a party tothe knowledge of the Company, any joint venturedirector, off balance sheet partnership officer, employee, auditor, accountant or representative of the Company or any similar Contract (including of its subsidiaries has received or otherwise had or obtained knowledge of any Contract material complaint, allegation, assertion or arrangement relating to any transaction claim, whether written or relationship between oral, regarding the accounting or among Parent and auditing practices, procedures, methodologies or methods of the Company or any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliateits subsidiaries or their respective internal accounting controls, including any structured financematerial complaint, special purpose allegation, assertion or limited purpose entity or Person, on claim that the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Company or any of its subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Parent Subsidiaries in Parent’s Company or such Parent Subsidiary’s published financial statementsany 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 or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company) has made all certifications required under Sections 302 and 906 of the Exchange Act with respect Sarbanes Oxley Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such reportsterms in the Xxxxxxxx-Xxxxx Act. (eb) Neither Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent nor any Parent Subsidiary is a party to, or has any commitment not disclosed to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent Parent’s auditors and any the audit committee of the Parent SubsidiariesBoard (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to report financial information or (ii) fraud or allegations of fraud, on the one handwhether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and any unconsolidated Affiliateeach such deficiency, including any structured financeweakness and fraud so disclosed to auditors, special purpose or limited purpose entity or Personif any, on has been disclosed to Parent prior to the other handdate hereof. (c) Since January 1, or any “off balance sheet arrangements” (as defined in Item 303(a) 2020 through the Put Option Date, none of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries has received any written material complaint, allegation, assertion or claim regarding the financial accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries in Parent’s or such any material complaint, allegation, assertion or claim from employees of Parent Subsidiary’s published or any of its Subsidiaries regarding questionable financial statementsaccounting or auditing matters with respect to Parent or any of its Subsidiaries.

Internal Controls and Procedures. (a) Each of the chief principal executive officer of Parent and the chief principal financial officer of Parent (or each former chief principal executive officer of Parent and each former chief principal financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC DocumentsReports, and the statements contained in such certifications are true and accurateaccurate in all material respects. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Neither Parent or nor any of the Parent Subsidiaries its subsidiaries has outstanding, or outstanding (nor has arranged or modified since the enactment of SOX) any outstanding, “extensions of credit” to directors or executive officers (within the meaning of Section 402 of SOX) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of Parent or any of its subsidiaries. (b) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) accounting controls sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization; and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable make the certifications of the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. Parent has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent and on Section 4.6(c) of the Parent Disclosure Schedule (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 Parent’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 Parent’s internal controls over financial reporting. (ed) Neither Since December 31, 2004, (i) neither Parent nor any Parent Subsidiary is a party toof its subsidiaries nor, or has any commitment to become a party tothe knowledge of Parent, any joint venturedirector, off balance sheet partnership officer, employee, auditor, accountant or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any representative of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities 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 Subsidiaries or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Parent or any of its subsidiaries, whether or not employed by Parent or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof or to any director or officer of Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent LTX has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (, as such terms are defined in in, and as required by, Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent. LTX’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent LTX in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the LTX’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act. The principal executive officer and principal financial officer of LTX have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. LTX 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 LTX Financials) for external purposes in accordance with respect GAAP, including policies and procedures that (i) pertain to such reports. the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of LTX and its Subsidiaries, (eii) Neither Parent 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 and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of LTX, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of LTX’s assets that could have a material effect on the financial statements of LTX and its Subsidiaries. To the Knowledge of LTX, since the date of LTX’s most recent Form 10-Q filed with the SEC, neither LTX nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract of its Subsidiaries (including any Contract LTX Employee), nor LTX’s independent auditors, has identified or arrangement relating to been made aware of (A) any transaction significant deficiency or relationship between material weakness in the design or among Parent operation of internal control over financial reporting utilized by LTX and its Subsidiaries, (B) any fraud, whether or not material, that involves LTX’s management or other LTX Employees, or (C) any claim or allegation regarding any of the Parent foregoing. In connection with the periods covered by the LTX Financials, LTX has disclosed to Credence all deficiencies and weaknesses identified in writing by LTX or LTX’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting utilized by LTX and 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent Buyer has established and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documentsmaintains, and the statements contained in such certifications are true at all times since January 1, 2018 has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” , respectively, to the extent required under Rule 13a-15 under the United States Securities Exchange Act of 1934, as amended (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only for external purposes in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentgenerally accepted accounting principles. Buyer’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent Buyer in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Buyer’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect Xxxxxxxx-Xxxxx Act. Since January 1, 2018, to Buyer’s knowledge, Buyer’s principal executive officer and its principal financial officer have disclosed to Buyer’s auditors and the audit committee of Buyer’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such reports. disclosure have been made available to the Company prior to the date hereof) (ei) Neither Parent 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 1, 2018 through the date hereof, to Buyer’s knowledge, neither Buyer nor any Parent Subsidiary is a party toof its subsidiaries has received any material, unresolved complaint, allegation, assertion or has any commitment to become a party toclaim regarding the accounting or auditing practices, any joint ventureprocedures, off balance sheet partnership methodologies or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any methods of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Buyer or any of the Parent Subsidiaries in Parent’s its subsidiaries or such Parent Subsidiary’s published financial statementstheir respective internal accounting controls.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and that include those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of Parent are executed being made only in accordance with the authorization authorizations of management and the directors of Parent; (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. assets that could be material to Parent’s financial statements; and (civ) Parent is, and since January 1, 2017 has been, provide reasonable assurance that the interactive data in compliance extensible business reporting language incorporated by reference in the SEC Reports fairly presents the required information in all material respects and has been prepared in accordance with the applicable listing and corporate governance SEC’s rules and requirements of the NYSEguidelines applicable thereto. (db) The Parent maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC forms, including controls and procedures designed to ensure that all such information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure. Parent has carried out evaluations of the effectiveness of its disclosure controls and to enable the chief executive officer and chief financial officer procedures as required by Rule 13a-15 of Parent to make the certifications required under the Exchange Act with respect to and such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent disclosure controls and any procedures were effective as of the Parent 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 arrangements” (as defined in Item 303(a) end of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent LTX-Credence has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (, as such terms are defined in in, and as required by, Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent. LTX-Credence’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent LTX-Credence in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the LTX-Credence’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”). The 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 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 respect GAAP, including policies and procedures that (i) pertain to such reports. the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of LTX-Credence and its Subsidiaries, (eii) Neither Parent 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 Board 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 Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract of its Subsidiaries (including any Contract LTX-Credence Employee), nor LTX-Credence’s independent auditors, has identified or arrangement relating to been made aware of (A) any transaction significant deficiency or relationship between material weakness in the design or among Parent operation of internal control over financial reporting 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 Parent Subsidiariesforegoing. In connection with the periods covered by the LTX-Credence Financials filed prior to the date of this Agreement, on LTX-Credence has disclosed to Verigy (I) all deficiencies and weaknesses identified in writing by LTX-Credence or LTX-Credence’s independent auditors (whether current or former) in the one handdesign or operation of internal controls over financial reporting utilized by LTX-Credence and its Subsidiaries and (II) any fraud, and any unconsolidated Affiliatewhether or not material, including any structured finance, special purpose that involves LTX-Credence’s management or limited purpose entity or Person, on the other handLTX-Credence Employees, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under claim or allegation regarding the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsforegoing.

Internal Controls and Procedures. (a) Each 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 chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, Exchange Act) as applicable) has made all applicable certifications required by Rule 13a-14 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all information required to be disclosed by Parent in the reports that it files or 15d-14 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 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 SOX the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with respect to the Parent SEC Documentsrequirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2023, and such assessment concluded that such controls were effective and did not identify any (A) “significant deficiency” or “material weakness” in the statements contained design or operation of internal control over financial reporting (as defined in such certifications are true and accurate. For purposes of this AgreementRule 13a-15 or 15d-15, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any as applicable, of the Parent Subsidiaries has outstanding, Exchange Act) or has arranged any outstanding, “extensions (B) fraud or allegation of credit” to directors fraud that involves management or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains other employees who have a system of “significant role in Parent’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 the preparation of financial statements for external purposes in accordance with GAAP. Parent’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurance regarding the reliability of financing reporting and the preparation of financial statements for external purposes in accordance with GAAP (Aincluding (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions receipts and expenditures are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsassets that would materially affect Parent’s financial statements). (cb) Parent isTo the Knowledge of Parent, and since from January 1, 2017 has been2022 through the date of this Agreement, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (di) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership of its Subsidiaries or any similar Contract (including any Contract of their respective directors or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of officers has received any material transaction involvingwritten complaint, allegation, assertion or material liabilities ofclaim regarding the accounting or auditing practices, procedures or methodologies of Parent or any of its Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in unlawful accounting or auditing practices and (ii) there has been no material change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise) of Parent that is not described in the consolidated financial statements (including all related notes and schedules) of Parent and its Subsidiaries included in the Parent SEC Documents. Since January 1, 2022, Parent and its Subsidiaries have not identified and have not been advised in writing by the auditors of Parent and its Subsidiaries of any fraud or allegation of fraud, whether or not material, that involves management or other employees of Parent or any of its Subsidiaries who have a role in Parent’s or such Parent Subsidiary’s published any of its Subsidiaries internal controls over financial statementsreporting.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets. (c) Parent The Company is, and since January 1September 18, 2017 2020 has been, in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements of the NYSErequirements. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent the Company nor any Parent Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any of the Parent Company 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 and Rule 15d-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable make the chief certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the year ended December 31, 2014, and such assessment concluded that such controls were effective. No executive officer and chief financial officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Exchange Sarbanes Oxley Act with respect to such reports. (e) any Parent SEC Document, except as disclosed in certifications filed with the Parent SEC Documents. Neither Parent nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since the enactment of the Sarbanes Oxley Act, neither Parent Subsidiary is a party to, nor any of its Subsidiaries has made or has permitted to remain outstanding any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating prohibited loans to any transaction or relationship between or among executive officer of Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act)), where the result, purpose ) or intended effect director of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsits Subsidiaries.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent CCE has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains “disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officerprocedures” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentExchange Act. CCE’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined procedures are effective in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure providing reasonable assurance that all material information (both financial and non-financial) required to be disclosed by Parent CCE in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the CCE’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Section 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act. CCE adheres to and enforces a system of internal control over financial reporting which is 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 CCE 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 CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and, if required, the CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Assets of CCE and its Subsidiaries. CCE’s management has completed its assessment of the effectiveness of CCE’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act with respect for the year ended December 31, 2009, and such assessment concluded that such controls were effective. Except as set forth on Section 4.7 of the CCE Disclosure Letter, neither CCE, nor to such reports. the Knowledge of CCE, CCE’s independent auditors has identified or been made aware of (eA) Neither Parent nor any Parent Subsidiary is significant deficiency or material weakness, in each case which has not been subsequently remediated, in the system of internal control over financial reporting utilized by CCE and its Subsidiaries, taken as a party towhole, or has (B) any commitment to become fraud that involves CCE’s management or other employees who have a party to, any joint venture, off balance sheet partnership role in the preparation of financial statements with financial reporting oversight or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published internal control over financial statementsreporting utilized by CCE.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 2020 has been, in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements of the NYSErequirements. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Buyer Parent maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and that include those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Buyer Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of the Buyer Parent are executed being made only in accordance with the authorization authorizations of management and the directors of the Buyer Parent; (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Buyer Parent’s properties or assets. assets that could be material to the Buyer Parent’s financial statements; and (civ) provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Buyer Parent is, and since January 1, 2017 has been, in compliance SEC Reports fairly presents the required information in all material respects and has been prepared in accordance with the applicable listing and corporate governance SEC’s rules and requirements of the NYSEguidelines applicable thereto. (db) The Buyer Parent maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Buyer Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC forms, including controls and procedures designed to ensure that all such information required to be disclosed is accumulated and communicated to the Buyer Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure. Buyer Parent has carried out evaluations of the effectiveness of its disclosure controls and to enable the chief executive officer and chief financial officer procedures as required by Rule 13a-15 of Parent to make the certifications required under the Exchange Act with respect to and such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent disclosure controls and any procedures were effective as of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any end of the Parent Subsidiaries in Buyer Parent’s or such Parent Subsidiary’s published financial statementsmost recently completed fiscal quarter.

Internal Controls and Procedures. (ai) Each The Company has established and maintains disclosure controls and procedures over financial reporting (as such terms are defined in paragraph (e) of Rule 13a-15 under the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, Exchange Act) as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 13a-15 under the Exchange Act and Sections 302 and 906 of SOX with respect to (ii) the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentCompany’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Sxxxxxxx-Xxxxx Act. Since December 31, 2021, the principal executive officer and principal financial officer of the Company have made all certifications required by the Sxxxxxxx-Xxxxx Act (including Section 302 and 906 thereof). (b) The Company has established and maintains a system of internal accounting controls that are reasonably designed to provide 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 utilized by the Company that has not been subsequently remediated; or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial 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 such reportsthe Company SEC Documents. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and that include those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of Parent are executed being made only in accordance with the authorization authorizations of management and the directors of Parent; (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. assets that could be material to Parent’s financial statements; and (civ) provide reasonable assurance that the interactive data in extensible business reporting language incorporated by reference in the Parent is, and since January 1, 2017 has been, in compliance SEC Reports fairly presents the required information in all material respects and has been prepared in accordance with the applicable listing and corporate governance SEC’s rules and requirements of the NYSEguidelines applicable thereto. (db) The Parent maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC forms, including controls and procedures designed to ensure that all such information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure. Parent has carried out evaluations of the effectiveness of its disclosure controls and to enable the chief executive officer and chief financial officer procedures as required by Rule 13a-15 of Parent to make the certifications required under the Exchange Act with respect to and such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent disclosure controls and any procedures were effective as of the Parent 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 arrangements” (as defined in Item 303(a) end of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documentsmaintains, and the statements contained in such certifications are true at all times since January 31, 2017 has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only for external purposes in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of GAAP. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect Xxxxxxxx-Xxxxx Act. Since January 31, 2017, 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 reports. disclosure have been made available to the Company prior to the date hereof) (ea) Neither any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (b) 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 (c) any written claim or allegation regarding clause (a) or (b). Since January 31, 2017, neither Parent nor any Parent Subsidiary is a party tohas received any material, unresolved complaint, allegation, assertion or has any commitment to become a party toclaim regarding the accounting or auditing practices, any joint ventureprocedures, off balance sheet partnership methodologies or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any methods of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s Subsidiary or such Parent Subsidiary’s published financial statementstheir respective internal accounting controls.

Internal Controls and Procedures. Broadcom has established and maintains disclosure controls and procedures and internal control over financial reporting (aas 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. Broadcom’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Broadcom 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 Broadcom’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. Broadcom’s internal controls over financial reporting provide reasonable assurance regarding the reliability of Broadcom’s financial reporting and the preparation of Broadcom financial statements for external purposes in accordance with GAAP. Since November 1, 2015, Broadcom’s principal executive officer and its principal financial officer have disclosed to Broadcom’s auditors and the audit committee of the Broadcom Board of Directors (i) 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 Broadcom’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 Broadcom’s internal controls. Each of the chief principal executive officer of Parent and the chief principal financial officer of Parent Broadcom (or each former chief principal executive officer of Parent Broadcom and each former chief principal financial officer of ParentBroadcom, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX Xxxxxxxx-Xxxxx Act with respect to the Parent Broadcom SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (aas such terms are defined in Rule 13a-15(e) Each of and (f) under the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, Exchange Act) as applicable) has made all applicable certifications required by Rule 13a-14 13a-15 under the Exchange Act. 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 15d-14 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 SOX with respect to the Parent SEC Documents, and Xxxxxxxx-Xxxxx Act. Without limiting the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any generality of the foregoing, Parent and its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains maintain a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) accounting controls sufficient to provide reasonable assurance that (Aa) that transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain asset accountability; (Bc) that transactions are executed access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization; and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls the recorded accountability for assets is compared with the existing assets at reasonable intervals and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act appropriate action is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act taken with respect to such reports. (e) Neither any differences. Parent nor has delivered to the Company complete and accurate copies of notices from its independent auditor of any Parent Subsidiary is a party tosignificant deficiencies or material weaknesses in Parent’s internal control over financial reporting since December 31, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent 2003 and any other management letter or similar correspondence from any independent auditor of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries since December 31, 2002. Parent has implemented such programs and taken such steps as it believes are necessary to effect compliance with all provisions of Section 404 of the Xxxxxxxx-Xxxxx Act that are applicable to Parent Subsidiaries and has not received, orally or in Parent’s writing, any notification that its independent auditor (i) believes that Parent will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or such Parent Subsidiary’s published financial statements(ii) will not be able to issue unqualified attestation reports with respect thereto.

Internal Controls and Procedures. Parent is in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act, and the provisions of the Exchange Act and the Securities Act relating thereto which under the terms of such provisions (aincluding the dates by which such compliance is required) have become applicable to Parent. Each of the chief principal executive officer of Parent and the chief principal financial officer of Parent (or each former chief principal executive officer of Parent and each former chief principal financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and or Sections 302 and 906 of SOX the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreementthe preceding sentence, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOXthe Xxxxxxxx-Xxxxx Act. None of Neither Parent or nor any of the Parent its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) the Xxxxxxxx-Xxxxx Act. Parent has established and maintains a system of “disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect Xxxxxxxx-Xxxxx Act. Parent has delivered or made available to such reports. (e) Neither the Company complete and accurate copies of notices received by Parent nor from its independent auditor of any Parent Subsidiary is a party tosignificant deficiencies or material weaknesses in Parent’s internal control over financial reporting since January 1, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent 2008 and any other management letter or similar correspondence received by Parent since January 1, 2008 from any independent auditor of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries (at the Parent time such entities were Subsidiaries in of Parent’s or such Parent Subsidiary’s published financial statements).

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and that include those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of Parent are executed being made only in accordance with the authorization authorizations of management and the directors of Parent; (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. assets that could be material to Parent’s financial statements; and (civ) provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in Parent is, and since January 1, 2017 has been, in compliance SEC Documents fairly presents the required information in all material respects and has been prepared in accordance with the applicable listing and corporate governance SEC’s rules and requirements of the NYSEguidelines applicable thereto. (db) The Parent maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC forms, including controls and procedures designed to ensure that all such information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure. Parent and its management have carried out evaluations of the effectiveness of its disclosure controls and to enable the chief executive officer and chief financial officer procedures as required by Rule 13a-15 of Parent to make the certifications required under the Exchange Act with respect to and such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent disclosure controls and any procedures were effective as of the Parent 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 arrangements” (as defined in Item 303(a) end of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent CCE has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains “disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officerprocedures” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentExchange Act. CCE’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined procedures are effective in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure providing reasonable assurance that all material information (both financial and non-financial) required to be disclosed by Parent CCE in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the CCE’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Section 302 and 906 of the Exchange Sxxxxxxx-Xxxxx Act. CCE adheres to and enforces a system of internal control over financial reporting which is 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 CCE 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 CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and, if required, the CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Assets of CCE and its Subsidiaries. CCE’s management has completed its assessment of the effectiveness of CCE’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act with respect for the year ended December 31, 2009, and such assessment concluded that such controls were effective. Except as set forth on Section 4.7 of the CCE Disclosure Letter, neither CCE, nor to such reports. the Knowledge of CCE, CCE’s independent auditors has identified or been made aware of (eA) Neither Parent nor any Parent Subsidiary is significant deficiency or material weakness, in each case which has not been subsequently remediated, in the system of internal control over financial reporting utilized by CCE and its Subsidiaries, taken as a party towhole, or has (B) any commitment to become fraud that involves CCE’s management or other employees who have a party to, any joint venture, off balance sheet partnership role in the preparation of financial statements with financial reporting oversight or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published internal control over financial statementsreporting utilized by CCE.