Common use of Internal Controls; Disclosure Controls Clause in Contracts

Internal Controls; Disclosure Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company is in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls; Disclosure Controls. The Company maintains and the Company Subsidiaries maintain a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15 of the General Rules and Regulations under the Exchange Act) 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 those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions are executed in accordance with management’s general or specific authorizations, and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP GAAP, and to maintain asset that receipts and liability accountability, (iii) access to assets or incurrence expenditures of liabilities is permitted the Company are being made only in accordance with management’s general or specific authorization, authorizations of management and directors of the Company; and (iviii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the recorded accountability for Company’s assets and liabilities is compared with that could have a material effect on the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencesfinancial statements of the Company. Since January 1, 2013, there have been no significant changes in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) 13a-15 of the General Rules and 15d-15(e) Regulations under the Exchange Act) for that comply with the Company and designed requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that (i) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms, and (ii) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Such disclosure controls and procedures are effective in all material respects. Since the Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation DateAct, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has have materially affected, affected or is are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls; Disclosure Controls. The Company maintains and each of its subsidiaries, on a consolidated basis, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, ; (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company is Except as described in compliance in all material respects with all the General Disclosure Package and the Prospectus, since the end of the provisions of Company’s most recent audited fiscal year, there has been (i) no material weakness in the Xxxxxxxx-Xxxxx Act of 2002 which are applicable Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to it as of materially affect, the Closing DateCompany’s internal control over financial reporting. The Company has established and its subsidiaries have established, maintained and periodically evaluate the effectiveness of “disclosure controls and procedures” (as defined in Rules 13a-15 and 15d-15 under the 1934 Act). Such disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company and are designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports that it files will be required to file or submits submit under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of , and is accumulated and communicated to the Company’s disclosure controls management, including its principal executive officer or officers and procedures principal financial officer or officers, as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such dateappropriate, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingallow timely decisions regarding disclosure.

Internal Controls; Disclosure Controls. ( i ) The Company has implemented and maintains a system of internal accounting controls sufficient control over financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that is designed to provide reasonable assurance that that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, ; (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the SEC Reports or as disclosed to the Purchaser prior to the entry into this Agreement, (i) the Company’s internal controls over financial reporting are effective and (ii) the Company is not aware of any material weakness in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. its internal controls over financial reporting. (ii) The Company has established implemented and maintains disclosure controls and procedures (as such term is defined in required by Rule 13a-15(e13a-15(a) and 15d-15(e) under of the Exchange Act) for the Company and that are designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods timeframes specified in by the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s forms (and such disclosure controls and procedures as are effective), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the end date of the period covered by this Agreement, to the Company’s most recently filed periodic report under outside auditors and the audit committee of the Board of Directors: (i) any significant deficiencies and material weaknesses known to it in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act Act) that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (such dateii) any fraud known to it, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there that involves management or other employees who have been no changes a significant role in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the reporting. The Company’s internal control over financial reportingdisclosure controls and procedures are effective.

Internal Controls; Disclosure Controls. The Company maintains a system and its Subsidiaries maintain systems of internal accounting controls that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, ; (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) is effective and the Company is not aware of any material weaknesses in compliance its internal control over financial reporting (other than as set forth in all material respects with all the Prospectus). Since the date of the provisions latest audited financial statements of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable Company included in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to it materially affect, the Company’s internal control over financial reporting (other than as of set forth in the Closing DateProspectus). The Company has established disclosure controls and procedures (as such term is defined in Rule Exchange Act Rules 13a-15(e) and 15d-15(e) under the Exchange Act)) for the Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed by the Company is made known to the certifying officers by others within those entities, particularly during the period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the end filing date of the period covered by Form 10-K for the Company’s fiscal year most recently filed periodic report under the Exchange Act ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently filed periodic report under the Exchange Act ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Securities Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Controls; Disclosure Controls. The Company maintains a system and each of its Subsidiaries maintain systems of internal accounting controls sufficient designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, ; (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company is not aware of any material weaknesses in compliance its internal control over financial reporting (other than as set forth in all material respects with all the Prospectus). Since the date of the provisions latest audited financial statements of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable Company included in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to it materially affect, the Company’s internal control over financial reporting (other than as of set forth in the Closing DateProspectus). The Company has established disclosure controls and procedures (as such term is defined in Rule 13a-15(e) Exchange Act Rules 13a-15 and 15d-15(e) under the Exchange Act15d-15) for the Company and designed such disclosure controls and procedures to ensure provide reasonable assurance that material information required relating to be disclosed by the Company and each of its Subsidiaries is made known to the certifying officers by others within those entities, particularly during the period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 45 days prior to the end filing date of the period covered by Form 10-Q for the Company’s most recently filed periodic report under the Exchange Act fiscal quarter ended June 30, 2014 (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under latest Form 10-Q for the Exchange Act fiscal quarter ended June 30, 2014, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Securities Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Controls; Disclosure Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company is in compliance in all material respects with all of the provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls; Disclosure Controls. The Company maintains and each of its subsidiaries, on a consolidated basis, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, ; (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company is Except as described in compliance in all material respects with all the General Disclosure Package and the Offering Memorandum, since the end of the provisions of Company’s most recent audited fiscal year, there has been (i) no material weakness in the Xxxxxxxx-Xxxxx Act of 2002 which are applicable Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to it as of materially affect, the Closing DateCompany’s internal control over financial reporting. The Company has established and its subsidiaries have established, maintained and periodically evaluate the effectiveness of “disclosure controls and procedures” (as defined in Rules 13a-15 and 15d-15 under the 1934 Act). Such disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company and are designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports that it files will be required to file or submits submit under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of , and is accumulated and communicated to the Company’s disclosure controls management, including its principal executive officer or officers and procedures principal financial officer or officers, as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such dateappropriate, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingallow timely decisions regarding disclosure.

Internal Controls; Disclosure Controls. The Company maintains and each of its subsidiaries, on a consolidated basis, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. generally accepted accounting principles (“U.S. GAAP”) and to maintain asset and liability accountability, ; (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company is Except as described in compliance in all material respects with all the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the provisions of Company’s most recent audited fiscal year, there has been (i) no material weakness in the Xxxxxxxx-Xxxxx Act of 2002 which are applicable Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to it as of materially affect, the Closing DateCompany’s internal control over financial reporting. The Company has established and its subsidiaries have established, maintained and periodically evaluate the effectiveness of “disclosure controls and procedures” (as defined in Rules 13a-15 and 15d-15 under the Exchange Act). Such disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company and are designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports that it files will be required to file or submits submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of , and is accumulated and communicated to the Company’s disclosure controls management, including its principal executive officer or officers and procedures principal financial officer or officers, as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such dateappropriate, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingallow timely decisions regarding disclosure.

Internal Controls; Disclosure Controls. The Company maintains and the Company Subsidiaries maintain a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15 of the General Rules and Regulations under the Exchange Act) 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 those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions are executed in accordance with management’s general or specific authorizations, and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP GAAP, and to maintain asset that receipts and liability accountability, (iii) access to assets or incurrence expenditures of liabilities is permitted the Company are being made only in accordance with management’s general or specific authorization, authorizations of management and directors of the Company; and (iviii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the recorded accountability for Company’s assets and liabilities is compared with that could have a material effect on the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencesfinancial statements of the Company. Since December 28, 2008, there have been no significant changes in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) 13a-15 of the General Rules and 15d-15(e) Regulations under the Exchange Act) for that comply with the Company and designed requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that (i) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated , and (ii) information required to be disclosed by the effectiveness of Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Such disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented are effective in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingall material respects.

Internal Controls; Disclosure Controls. The Company maintains a system and each of its Subsidiaries maintain systems of internal accounting controls sufficient designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset and liability accountability, ; (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company is not aware of any material weaknesses in compliance its internal control over financial reporting (other than as set forth in all material respects with all the Prospectus). Since the date of the provisions latest audited financial statements of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable Company included in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to it materially affect, the Company’s internal control over financial reporting (other than as of set forth in the Closing DateProspectus). The Company has established disclosure controls and procedures (as such term is defined in Rule 13a-15(e) Exchange Act Rules 13a-15 and 15d-15(e) under the Exchange Act15d-15) for the Company and designed such disclosure controls and procedures to ensure provide reasonable assurance that material information required relating to be disclosed by the Company and each of its Subsidiaries is made known to the certifying officers by others within those entities, particularly during the period in which the reports it files Company’s Annual Report on Form 10-K or submits under Quarterly Report on Form 10-Q, as the Exchange Act case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act December 31, 2016 (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under latest Form 10-K for the Exchange Act fiscal year ended December 31, 2016, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Securities Act) or, to the Company’s knowledge, in other factors that has materially affected, or is reasonably likely to materially affect, could significantly affect the Company’s internal control over financial reportingcontrols.

Internal Controls; Disclosure Controls. The Company maintains a system “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that, to the Knowledge of internal accounting controls the Company, are sufficient in all material respects to provide reasonable assurance that assurances that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and other legal and accounting requirements applicable to maintain asset and liability accountability, the Acquired Entities; (ii) transactions are executed only in accordance with the authorization of management; (iii) access to assets or incurrence of liabilities that would have a material effect on the Company Financial Statements is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets and liabilities items is compared with the existing assets and liabilities actual levels at reasonable intervals and appropriate action is taken with respect to any differences. The Company is in compliance in all material respects with all maintains a system of the provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established “disclosure controls and procedures procedures” (as such term is defined in Rule Rules 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company and designed such disclosure controls and procedures sufficient in all material respects to ensure that all material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act concerning the Acquired Entities is recorded, processed, summarized and reported, reported within the time periods specified in the CommissionSEC’s rules rules, and formsthat all such material information is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company, based on its most recent evaluation of its internal disclosure controls and procedures, has disclosed, to the extent required by applicable Law, in any applicable Company SEC Document that is reported on Form 10-K or Form 10-Q, or any amendments thereto, and to the Company’s certifying officers have evaluated auditors and the audit committee of the Company Board, its conclusions about the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic such report under the Exchange Act (or amendment based on such date, the “Evaluation Date”)evaluation. The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls does not have any significant deficiencies and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes material weaknesses in the Company’s design or operation of internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is are reasonably likely to materially affectadversely affect the Company’s ability to record, process, summarize and report financial information and to the Knowledge of the Company, there is no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.