Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. (a) Parent has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes 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 Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent 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 the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the 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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by Parent the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of Parentthe Company’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes 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 Parent the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent the Company and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent the Company or a wholly owned Subsidiary of Parent the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentThe Company’s management has completed an assessment of the effectiveness of Parentthe Company’s internal controls over financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the ParentCompany’s auditors and the audit committee of the Parent Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the ParentCompany’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parentthe Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parentthe Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent Company employees regarding questionable accounting or auditing matters, have been received by Parentthe Company. To the Knowledge of Parentthe Company, since December 31, 2018, no attorney representing Parent the Company or any of its Subsidiaries, whether or not employed by Parent the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents to the ParentCompany’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes 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 Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentmanagement, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed quarterly report on Form 10-Q which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the Xxxxxxxx-Xxxxx Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such The Company’s disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of Parent’s filings with the SEC Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The principal executive officer and Canadian Securities Administrators principal financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and other public disclosure documents. (b) Parent any related rules and regulations promulgated by the SEC. The Company and each of its Subsidiaries has established and maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that reporting, which is effective in providing 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 and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe 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 to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of ParentDirectors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of Parent the Company and its Subsidiaries that are used in Subsidiaries. To the systems Knowledge of disclosure controls and procedures and the Company, since the date of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems most recent periodic report filed with the SEC, neither the Company nor any of disclosure controls and procedures and its Subsidiaries (including any Company Employee), nor the Company’s independent auditors, has identified or been made aware of financial reporting controls and procedures (A) any significant deficiency or material weakness in the reports generated thereby. (c) Parent’s management has completed an assessment design or operation of the effectiveness of Parent’s internal controls control over financial reporting pursuant to Section 404 utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other Company Employees, or (C) any claim or allegation regarding any of the Xxxxxxxx-Xxxxx Act for foregoing. In connection with the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls periods covered by the Company Financials filed prior to the date of this Agreement, the Company has disclosed to the Parent’s auditors and the audit committee of the Parent Board, Acquiror (iI) any significant all deficiencies and material weaknesses identified in writing by the Company or the Company’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect utilized by the Parent’s ability to record, process, summarize Company and report financial information its Subsidiaries and (iiII) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statementsCompany Employees, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether claim or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to allegation regarding the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rulesforegoing.

Internal Controls and Procedures. (a) Parent The Company has established and maintains maintains, and at all times since the Lookback Date has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required Act designed to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP GAAP, and which includes policies and procedures that that: (ia) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, the Company and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets of the Company that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and of financial reporting controls and procedures described above 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, storedprocessed, maintained summarized and operated under means reported within the time periods specified in the rules and forms of the SEC, and that are under the exclusive ownership all such material information is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of management as appropriate to allow timely decisions regarding required disclosure controls and procedures and of financial reporting controls and procedures or to make the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting certifications required pursuant to Section 404 Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act for Act. Since the year ended December 31Lookback Date, 2020, the Company’s principal executive officer and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior principal financial officer have disclosed to the date of this Agreement, to the ParentCompany’s auditors and the audit committee of the Company Board of Directors (the material circumstances of which (if any) have been made available to Parent Board, prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the 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 the Company’s internal control controls over financial reporting. As of Since the date of its most recent audited financial statementsLookback Date, neither Parent the Company nor its auditors had identified any significant deficiencies Company Subsidiary has received any material, unresolved, complaint, allegation, assertion or material weaknesses in its internal controls over financial reporting and, as of claim regarding the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matterspractices, have been received by Parent. To procedures, methodologies or methods of the Knowledge of Parent, since December 31, 2018, no attorney representing Parent Company or any of its Subsidiaries, whether Company Subsidiary or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rulestheir respective internal accounting controls.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by Parent the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of Parentthe Company’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes 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 Parent the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent the Company and that receipts and expenditures of Parent the Company are being made only in accordance with appropriate authorizations of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent the Company or a wholly wholly-owned Subsidiary of Parent the Company or its accountants, except as would not reasonably be expected to materially and adversely affect or disrupt, in any material respect, disrupt the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentThe Company’s management has completed an assessment of the effectiveness of Parentthe Company’s internal controls over financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the ParentCompany’s auditors and the audit committee of the Parent Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the ParentCompany’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parentthe Company, nothing has come to its attention the auditors’ attention, that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of ParentCompany’s Knowledge, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent Company employees regarding questionable accounting or auditing matters, have been received by Parentthe Company. To the Knowledge of ParentCompany’s Knowledge, since December 31, 2018, no attorney representing Parent the Company or any of its Subsidiaries, whether or not employed by Parent the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents to the ParentCompany’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent in all material respectsand its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Parent Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Subsidiaries. Such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to Parent, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by Parent in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or communicated to Parent’s principal executive officer and its accountants, except as would not reasonably be expected principal financial officer to adversely affect or disrupt, in any material respect, the Companyallow timely decisions regarding required disclosure. Parent’s systems of disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by Parent in the reports generated thereby. (c) that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the Parent’s auditors and the audit committee of the Parent BoardBoard (x) all significant deficiencies, (i) any significant deficiencies and material weaknesses if any, in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the Parent’s ability to record, process, summarize and report financial information data and have identified for Parent’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such ’s internal controls. To the Knowledge of Parent, since December 31January 1, 20182014, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, matters have been received by Parent. To the Knowledge Since January 1, 2014, Parent has not received any material complaints through Parent’s whistleblower hotline or equivalent system for receipt of Parentemployee concerns regarding possible violations of applicable Law. Since January 1, since December 31, 20182014, 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 violation of applicable Law that are securities Lawslaws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (of the Parent Board or other committee designated for the purpose) of to the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not . The principal executive officer and the principal financial officer of Parent have made all certifications required by those rulesthe Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Parent SEC Documents, and the statements contained in such certifications were complete and accurate as of the dates they were made.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such The Company’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that material information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for Company in the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain Act are communicated to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions management of the assets of Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded Company as necessary appropriate to permit preparation of financial statements in accordance with GAAP allow timely decisions regarding required disclosure and to maintain accountability for assets, that access make the certifications required pursuant to assets is permitted only in accordance with authorizations of management Sections 302 and directors of Parent 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 906 of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31of 2002, 2020as amended, and such assessment concluded that such controls were effectivethe rules and regulations promulgated thereunder (the “Sxxxxxxx-Xxxxx Act”). Parent has The Company’s principal executive officer and its principal financial officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the ParentCompany’s auditors and the audit committee of the Parent Board, Board of Directors of the Company (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect the ParentCompany’s ability to record, process, summarize and report financial information and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As The principal executive officer and the principal financial officer of the date Company have made all certifications required by the Sxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications are complete and correct. (b) The Company has maintained whistleblower procedures that satisfy and comply with the requirements of the Sxxxxxxx-Xxxxx Act and all other applicable Laws. Neither the Company nor any of its most recent audited financial statementsSubsidiaries has received or otherwise had or obtained Knowledge of any material complaint, neither Parent nor its auditors had identified any significant deficiencies allegation, assertion or material weaknesses in its internal controls over financial reporting andclaim, as whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the date Company or any of this Agreementits Subsidiaries or their respective internal accounting controls, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are including any material weaknesses complaint, allegation, assertion or significant deficiencies claim that the Company or any of its Subsidiaries has engaged in such internal controlsquestionable accounting or auditing practices. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018Company, no attorney representing Parent the Company or any of its Subsidiaries, whether or not employed by Parent the Company or any of its Subsidiaries, has reported evidence of a material violation of federal securities Laws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents to the Parent’s chief legal board of directors of the Company or any committee thereof or to any director or officer of the Company. (c) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, audit committee (comptroller or other committee designated for principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the purposeCompany’s code of ethics with respect to any such persons, as required by Section 406(b) of the Parent Board pursuant to Sxxxxxxx-Xxxxx Act. To the rules adopted pursuant to Section 307 Knowledge of the Xxxxxxxx-Xxxxx Act Company, there have been no violations of provisions of the Company’s code of ethics by, or any Parent policy contemplating waivers thereof for the benefit of, any such reporting, including in instances not required by those rulespersons.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes 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 Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent United States generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed quarterly report on Form 10-Q which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the Xxxxxxxx-Xxxxx Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of Subsidiaries. Such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to the Company, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by the Company in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by the Company in the reports generated thereby. (c) Parentthat it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s management has completed an assessment of the effectiveness of Parent’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the ParentCompany’s auditors and the audit committee of the Parent Board, Company Board (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the ParentCompany’s ability to record, process, summarize and report financial information data and have identified for the Company’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such Company’s internal controls. To the Knowledge of Parentthe Company, since December 31January 1, 20182014, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, matters have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.the

Internal Controls and Procedures. (a) Parent has The Company and its Subsidiaries have established and maintains maintain disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such The Company’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of Parent’s filings with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The principal executive officer and principal financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and Canadian Securities Administrators such certificates were true and other public disclosure documents. (b) Parent maintains correct. The Company and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is reporting, which are effective in providing 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 and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe 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 to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors the Board of ParentDirectors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of Parent the Company and its Subsidiaries that are used in Subsidiaries. To the systems Knowledge of disclosure controls and procedures and the Company, since the date of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems most recent Form 10-QSB filed with the SEC, neither the Company nor any of disclosure controls and procedures and its Subsidiaries (including any Employee), nor the Company’s independent auditors or legal counsel has identified or been made aware of financial reporting controls and procedures (A) any significant deficiency or material weakness in the reports generated thereby. (c) Parent’s management has completed an assessment design or operation of the effectiveness of Parent’s internal controls control over financial reporting pursuant to Section 404 utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other Employees), or (C) any claim or allegation regarding any of the Xxxxxxxx-Xxxxx Act for foregoing. In connection with the year ended December 31periods covered by the Company Financials, 2020, and such assessment concluded that such controls were effective. the Company has disclosed to Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant all deficiencies and material weaknesses identified in writing by the Company or the Company’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect utilized by the Parent’s ability to record, process, summarize Company and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of Company are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) maintain accountability for assets, and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of Company and its Subsidiaries. Company’s system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes 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 Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent 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 the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated therebyGAAP. (cb) Parent’s management has completed an assessment To the Knowledge of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31Company, 2020from January 1, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to 2022 through the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) neither Company nor any significant deficiencies and of its Subsidiaries or any of their respective directors or officers has received any material weaknesses written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures or methodologies of Company or any of its Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Company or any of its Subsidiaries has engaged in the design unlawful accounting or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information 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 Company that is not described in the Company Financial Statements. Since January 1, 2022, Company and its Subsidiaries have not identified and have not been advised in writing by the auditors of Company and its Subsidiaries of any fraud or allegation of fraud, whether or not material, that involves management or other employees of Company or any of its Subsidiaries who have a significant role in internal control over financial reporting. As of the date Company’s or any of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its Subsidiaries internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of Subsidiaries. Such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to the Company, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by the Company in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by the Company in the reports generated thereby. (c) Parentthat it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s management has completed an assessment of the effectiveness of Parent’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the ParentCompany’s auditors and the audit committee of the Parent Company Board, and Schedule 4.8 of the Company Disclosure Schedule sets forth, (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the ParentCompany’s ability to record, process, summarize and report financial information data and have identified for the Company’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its Company’s internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parentthe Company, nothing has come such deficiencies or frauds have not occurred that would reasonably be expected, either individually or in the aggregate, to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controlshave a Company Material Adverse Effect. To the Knowledge of Parentthe Company, since December 31September 24, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, matters have been received by Parentthe Company. To the Knowledge of Parent, since December 31Since September 24, 2018, no attorney representing Parent the Company has not received any material complaints through the Company’s whistleblower hotline or any equivalent system for receipt of its Subsidiaries, whether or not employed by Parent or any employee concerns regarding possible violations of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to applicable Law. The principal executive officer and the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) principal financial officer of the Parent Board pursuant to the rules adopted pursuant to Section 307 of Company have made all certifications required by the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating and the Exchange Act with respect to the Company SEC Documents, and the statements contained in such reporting, including in instances not required by those rulescertifications were complete and correct as of the dates they were made.

Internal Controls and Procedures. (a) Parent Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of Company are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) maintain accountability for assets, and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of Company and its Subsidiaries. Company’s system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes 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 Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent 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 the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated therebyGAAP. (cb) Parent’s management has completed an assessment To the Knowledge of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31Company, 2020from May 24, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to 2021 through the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) neither Company nor any significant deficiencies and of its Subsidiaries or any of their respective directors or officers has received any material weaknesses written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures or methodologies of Company or any of its Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Company or any of its Subsidiaries has engaged in the design unlawful accounting or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information 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 Company that is not described in the Company Financial Statements. Since May 24, 2021, Company and its Subsidiaries have not identified and have not been advised in writing by the auditors of Company and its Subsidiaries of any fraud or allegation of fraud, whether or not material, that involves management or other employees of Company or any of its Subsidiaries who have a significant role in internal control over financial reporting. As of the date Company’s or any of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its Subsidiaries internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the Company’s consolidated financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the reports generated thereby. (c) Parent’s management has completed an assessment case may be, that precedes the date of the effectiveness of Parent’s internal controls over financial reporting pursuant Disclosure Package and the Prospectus and were effective in all material respects to Section 404 of perform the Xxxxxxxx-Xxxxx Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As The internal controls are overseen by the Audit Committee of the date Board of Trustees of the Company in accordance with the applicable rules of NASDAQ. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes 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 Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed quarterly report on Form 10-Q which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the Xxxxxxxx-Xxxxx Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes 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 Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed annual report on Form 10-K which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the Xxxxxxxx-Xxxxx Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent has established As soon as reasonably practicable after the date of this Agreement, the Company and maintains the Acquiror will cooperate in good faith and use commercially reasonable efforts to design, and the Company and its Subsidiaries will implement, maintain, adhere to and enforce, a system of internal accounting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (including the Financial Statements, Interim Financial Statements, 2008 Subsidiary Financial Statements and includes Interim Subsidiary Financial Statements), including policies and procedures that (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe 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 to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in Subsidiaries. If reasonably requested by the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recordedAcquiror, storedthe Acquiror’s independent auditors, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems independent auditors, the Company shall hire financial personnel (or allow financial personnel of disclosure controls Acquiror) to assist with implementing the foregoing. The identity and procedures terms of such personnel’s engagement reasonably shall be subject to the approval of the Acquiror and the Acquiror shall be responsible for the compensation paid to any such personnel during the period from the date of financial reporting controls hire until the earlier of the Closing Date and procedures or the reports generated therebytermination of this Agreement. (cb) Parent’s management has completed an assessment The Company will promptly inform the Acquiror in the event that the Company, any of its Subsidiaries, any of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 officers, directors or Employees of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation Company or any of its internal controls prior to Subsidiaries or the date Company’s independent auditors identifies or becomes aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and deficiency or material weaknesses weakness in the design or operation system of internal accounting controls over financial reporting that are reasonably likely to adversely affect utilized by the Parent’s ability to recordCompany or any of its Subsidiaries, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves the management or other employees Employees of the Company or any of its Subsidiaries who have a significant role in internal control over the preparation of financial reporting. As of statements or the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received utilized by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent Company or any of its Subsidiaries, or (iii) any claim or allegation regarding any of the foregoing. The Company will cause its officers and directors, in cooperation with the Acquiror, to evaluate the effectiveness of such internal controls in order to determine whether or not employed by Parent there exist any significant deficiencies in the design or operation that could adversely affect the Company’s or any of its Subsidiaries’ ability to record, has reported evidence of a violation of securities Lawsprocess, breach of fiduciary duty or similar violation by Parent or any of its officerssummarize, directors, employees or agents to and report financial data after the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rulesClosing.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such The Company's disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"). The Company's management has began its assessment of the effectiveness of the Company's system of internal control over financial reporting for purposes of the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the preparation fiscal year ending December 31, 2007. As of Parent’s filings with the SEC date hereof, there is no reason to believe that Company's outside auditors and Canadian Securities Administrators its principal executive officer and other public disclosure documents. principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act, without qualification (b) Parent maintains except to the extent expressly permitted by such rules and regulations), when next due. The principal executive officer and principal financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. The Company and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is reporting, which are effective in providing 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 and includes U.S. GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe 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 to maintain accountability for assetsU.S. GAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors the Board of ParentDirectors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s Company's assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of Parent the Company and its Subsidiaries. To the knowledge of the Company, since the date of the Company's most recent Form 10-QSB filed with the SEC, neither the Company nor any of its Subsidiaries that are used (including any employee of the Company or the Company's Subsidiaries, nor the Company's independent auditors has identified or been made aware of (A) any significant deficiency or material weakness in the systems design or operation of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct internal control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company's management or other Employees), or (C) any claim or allegation regarding any of the Xxxxxxxx-Xxxxx Act for foregoing. In connection with the year ended December 31periods covered by the Company Financials, 2020, and such assessment concluded that such controls were effective. Parent the Company has disclosed, based on its most recent evaluation of its internal controls prior disclosed to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant Zoi all deficiencies and material weaknesses identified in writing by the Company or the Company's independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect utilized by the Parent’s ability to record, process, summarize Company and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures a system of internal control over financial reporting as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and includes policies and procedures that (ia) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsgenerally accepted accounting principles, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations of management and directors of Parent, the Company and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company maintains disclosure controls and procedures and of financial reporting as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures described above are recorded, stored, maintained reasonably effective to ensure that all material information relating to the Company and operated under means that are its Subsidiaries required to be disclosed in the Company’s periodic reports under the exclusive ownership Exchange Act and direct control within the time periods specified in the SEC’s rules is made known to the Company’s principal executive officer and its principal financial officer by others within the Company or any of Parent or a wholly owned Subsidiary its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. With respect to the consolidated financial statements filed by the Company with the SEC since January 1, 2017, neither the Audit Committee of Parent or its accountantsthe Company Board or, except as would not reasonably be expected to adversely affect or disrupt, in any material respectthe Knowledge of the Company, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. auditors has identified: (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (ix) any significant deficiencies and or material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the ParentCompany’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information and or (iiy) any fraud or allegation of fraud, whether or not material, that involves (or involved) management or other employees who have (or had) a significant role in the Company’s internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing mattersThe Company is, and no concerns from Parent employees regarding questionable accounting or auditing mattershas been since January 1, have been received by Parent. To 2017, in compliance in all material respects with the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of Nasdaq. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2018, and such assessment concluded that such system was effective. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any Parent policy contemplating outstanding, “extension of credit” to directors or executive officers of the Company prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. No executive officer of the Company has failed, in the last two (2) years, to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Documents, except as disclosed in certifications filed with such reportingCompany SEC Documents. Neither the Company nor, including to the Knowledge of the Company, any of its executive officers has, in instances not required by those rulesthe last two (2) years, received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentmanagement, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the Company’s consolidated financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed quarterly report on Form 10-Q which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the Xxxxxxxx-Xxxxx Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of 8 internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of Subsidiaries. Such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to the Company, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by the Company in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by the Company in the reports generated thereby. (c) Parentthat it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s management has completed an assessment of the effectiveness of Parent’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the ParentCompany’s auditors and the audit committee of the Parent Board, Company Board (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the ParentCompany’s ability to record, process, summarize and report financial information data and have identified for the Company’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such Company’s internal controls. To the Knowledge of Parentthe Company, since December 31January 1, 20182014, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, matters have been received by Parentthe Company. To Since January 1, 2014, the Knowledge Company has not received any material complaints through the Company’s whistleblower hotline or equivalent system for receipt of Parentemployee concerns regarding possible violations of applicable Law. Since January 1, since December 31, 20182014, no attorney representing Parent the Company or any of its Subsidiaries, whether or not employed by Parent the Company or any of its Subsidiaries, has reported evidence of a violation of applicable Law that are securities Lawslaws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents to the ParentCompany’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Company Board or to the Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent Company policy contemplating such reporting, including in instances not . The principal executive officer and the principal financial officer of the Company have made all certifications required by those rulesthe Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes 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 Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentmanagement, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed quarterly report on Form 10-Q which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the Xxxxxxxx-Xxxxx Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the Company’s consolidated financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the reports generated thereby. (c) Parent’s management has completed an assessment case may be, that precedes the date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus or any Permitted Free Writing Prospectus and were effective in all material respects to Section 404 of perform the Xxxxxxxx-Xxxxx Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As The internal controls are overseen by the Audit Committee of the date Board of Trustees of the Company in accordance with the applicable rules of the NYSE. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent Verigy has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such Verigy’s disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all material information required to be disclosed by Parent Verigy in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Verigy’s management as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation Sxxxxxxx-Xxxxx Act. The principal executive officer and principal financial officer of Parent’s filings with Verigy have made all certifications required by the SEC Sxxxxxxx-Xxxxx Act and Canadian Securities Administrators any related rules and other public disclosure documents. (b) Parent regulations promulgated by the SEC. Verigy and each of its Subsidiaries has established and maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that reporting, which is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Verigy Financials) for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsVerigy and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent Verigy and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of ParentDirectors of Verigy, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentVerigy’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of Parent Verigy and its Subsidiaries. To the Knowledge of Verigy, since the date of Verigy’s most recent periodic report filed with the SEC, neither Verigy nor any of its Subsidiaries that are used (including any Verigy Employee), nor Verigy’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the systems design or operation of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct internal control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 utilized by Verigy and its Subsidiaries, (B) any fraud, whether or not material, that involves Verigy’s management or other Verigy Employees, or (C) any claim or allegation regarding any of the Xxxxxxxx-Xxxxx Act for foregoing. In connection with the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls periods covered by the Verigy Financials filed prior to the date of this Agreement, Verigy has disclosed to the Parent’s auditors and the audit committee of the Parent Board, LTX-Credence (iI) any significant all deficiencies and material weaknesses identified in writing by Verigy or Verigy’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize utilized by Verigy and report financial information its Subsidiaries and (iiII) any fraud, whether or not material, that involves Verigy’s management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statementsVerigy Employees, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether claim or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to allegation regarding the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rulesforegoing.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures a system of internal control over financial reporting as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and includes policies and procedures that (ia) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsgenerally accepted accounting principles, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations of management and directors of Parent, the Company and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company maintains disclosure controls and procedures and of financial reporting as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures described above are recorded, stored, maintained reasonably effective to ensure that all material information relating to the Company and operated under means that are its Subsidiaries required to be disclosed in the Company’s periodic reports under the exclusive ownership Exchange Act and direct control within the time periods specified in the SEC’s rules is made known to the Company’s principal executive officer and its principal financial officer by others within the Company or any of Parent or a wholly owned Subsidiary its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. With respect to the consolidated financial statements filed by the Company with the SEC since January 1, 2017, neither the Audit Committee of Parent or its accountantsthe Company Board or, except as would not reasonably be expected to adversely affect or disrupt, in any material respectthe Knowledge of the Company, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. auditors has identified: (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (ix) any significant deficiencies and or material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the ParentCompany’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information and or (iiy) any fraud or allegation of fraud, whether or not material, that involves (or involved) management or other employees who have (or had) a significant role in the Company’s internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing mattersThe Company is, and no concerns from Parent employees regarding questionable accounting or auditing mattershas been since January 1, have been received by Parent. To 2017, in compliance in all material respects with the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the NYSE. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2018, and such assessment concluded that such system was effective. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any Parent policy contemplating such reportingoutstanding, including in instances not required “extension of credit” to directors or executive officers of the Company prohibited by those rulesSection 402 of the Xxxxxxxx-Xxxxx Act.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission's rules and forms, and is accumulated and communicated to the individuals responsible for Company's management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the Company's consolidated financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company's disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures 's most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the reports generated thereby. (c) Parent’s management has completed an assessment case may be, that precedes the date of the effectiveness of Parent’s internal controls over financial reporting pursuant Disclosure Package and the Prospectus and were effective in all material respects to Section 404 of perform the Xxxxxxxx-Xxxxx Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting; (ii) any significant deficiency in the design or operation of its internal control over financial reporting that which are reasonably likely to adversely affect the Parent’s Company's ability to record, process, summarize and report financial information and data since the end of the Company's most recent audited fiscal year; or (iiiii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. As The internal controls are overseen by the Audit Committee of the date Board of Trustees of the Company in accordance with the applicable rules of the NYSE. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company's internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the Company’s consolidated financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the reports generated thereby. (c) Parent’s management has completed an assessment case may be, that precedes the date of the effectiveness of Parent’s internal controls over financial reporting pursuant Disclosure Package and the Prospectus and were effective in all material respects to Section 404 of perform the Xxxxxxxx-Xxxxx Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As The internal controls are overseen by the Audit Committee of the date Board of Trustees of the Company in accordance with the applicable rules of the NYSE. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes 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 Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent United States generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed annual report on Form 10-K which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 Prospectus, and except as disclosed in each of the Xxxxxxxx-Xxxxx Act Registration Statement, the General Disclosure Package and the Prospectus, were effective in all material respects to perform the functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, and except as disclosed in each of the date of this AgreementRegistration Statement, to the Parent’s auditors General Disclosure Package and the audit committee of the Parent BoardProspectus, there is not and has been no (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As Except as disclosed in each of the date of Registration Statement, General Disclosure Package and the Prospectus, there is not and has been no change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, 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 violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of Subsidiaries; such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to the Company, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by the Company in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by the Company in the reports generated thereby. (c) Parentthat it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s management has completed an assessment of the effectiveness of Parent’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the ParentCompany’s auditors and the audit committee of the Parent Board, Company Board (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the ParentCompany’s ability to record, process, summarize and report financial information data and have identified for the Company’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such Company’s internal controls. To the Knowledge of Parentthe Company, since December 31January 1, 20182013, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, matters have been received by Parentthe Company. To Since January 1, 2013, the Knowledge Company has not received any material complaints through the Company’s whistleblower hotline or equivalent system for receipt of Parentemployee concerns regarding possible violations of applicable Law. Since January 1, since December 31, 20182013, no attorney representing Parent the Company or any of its Subsidiaries, whether or not employed by Parent the Company or any of its Subsidiaries, has reported evidence of a violation of applicable Law that are securities Lawslaws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents to the ParentCompany’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Company Board or to the Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent Company policy contemplating such reporting, including in instances not . The principal executive officer and the principal financial officer of the Company have made all certifications required by those rulesthe Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications were complete and accurate as of the dates they were made.