Common use of Internal Controls; Financial Controls Clause in Contracts

Internal Controls; Financial Controls. The Company and its Subsidiaries maintain systems of internal accounting and financial reporting controls reasonably designed to ensure that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; and (iii) access to financial assets, equipment and real property is permitted only in accordance with management’s general or specific authorization. The Company and its Subsidiaries have delivered to Parent (a) a true and complete copy of any written disclosure (or, if unwritten, a summary thereof) by any representative of the Company or any of its Subsidiaries to the Company’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would materially and adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial data and (b) all reports and other documents concerning internal controls delivered to the Company or any of its Subsidiaries by its auditors since January 1, 2015. The Company and its Subsidiaries have no Knowledge of any fraud or whistle-blower allegations that involve management or other Employees or Consultants who have or had a significant role in the internal control over financial reporting of the Company or any of its Subsidiaries.

Internal Controls; Financial Controls. The Company and its Subsidiaries maintain maintains systems of internal accounting and financial reporting controls reasonably designed that are sufficient to ensure thatprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that the Company maintains records that in reasonable detail accurately and fairly reflect, in all material respects, the Company’s transactions are executed in accordance with management’s general or specific authorizationand dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; and (iii) access to financial assets, equipment that receipts and real property is permitted expenditures are being made only in accordance with managementauthorizations of management and the Company’s general board of directors; and (iv) regarding prevention or specific authorizationtimely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Financial Statements. The Company and its Subsidiaries have has delivered to Parent (a) Buyer a true and complete copy of any written disclosure (or, if unwritten, a summary thereof) by any representative of the Company or any of its Subsidiaries to the Company’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would materially and adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial data and (b) all reports and other documents concerning internal controls delivered to the Company or any of its Subsidiaries by its auditors since January 1, 2015data. The Company and its Subsidiaries have has no Knowledge of any fraud or whistle-blower allegations allegations, whether or not material, that involve management or other Employees or Consultants who have or had a significant role in the internal control over financial reporting of the Company or any of its SubsidiariesCompany. Since the Reference Date, there have been no material changes in the Company’s internal control over financial reporting.

Internal Controls; Financial Controls. The Company and its Subsidiaries maintain maintains systems of internal accounting and financial reporting controls reasonably designed that are customary for the size of the Company to ensure thatprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that the Company maintains records that in reasonable detail reflect the Company’s transactions are executed in accordance with management’s general or specific authorizationand dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; and (iii) access to financial assets, equipment that receipts and real property is permitted expenditures are being made only in accordance with managementauthorizations of management and the Company’s general directors; and (iv) regarding prevention or specific authorizationtimely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Financial Statements. The Company and its Subsidiaries have has delivered to Parent (a) Buyer a true and complete copy of any written disclosure (or, if unwritten, a summary thereof) by any representative of the Company or any of its Subsidiaries to the Company’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would materially and adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial data and (b) all reports and other documents concerning internal controls delivered to the Company or any of its Subsidiaries by its auditors since January 1, 2015data. The Company and its Subsidiaries have has no Knowledge of any fraud or whistle-blower allegations allegations, whether or not material, that involve management or other Employees or Consultants who have or had a significant role in the internal control over financial reporting of the Company or any of its SubsidiariesCompany. Since the Reference Date, there have been no changes in the Company’s internal control over financial reporting.

Internal Controls; Financial Controls. The Company and its Subsidiaries maintain maintains systems of internal accounting and financial reporting controls reasonably designed that are sufficient to ensure thatprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that the Company maintains records that in reasonable detail accurately and fairly reflect the Company’s transactions are executed in accordance with management’s general or specific authorizationand dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; and (iii) access to financial assets, equipment that receipts and real property is permitted expenditures are being made only in accordance with managementauthorizations of management and the Company’s general board of directors; and (iv) regarding prevention or specific authorizationtimely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. The Company and its Subsidiaries have has delivered to Parent (a) a true and complete copy of any written disclosure (or, if unwritten, a summary thereof) by any representative of the Company or any of its Subsidiaries to the Company’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would materially and adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial data and (b) all reports and other documents concerning internal controls delivered to the Company or any of its Subsidiaries by its auditors since January 1, 2015data. The Company and its Subsidiaries have has no Knowledge of any fraud or whistle-blower allegations allegations, whether or not material, that involve management or other Employees or Consultants who have or had a significant role in the internal control over financial reporting of the Company or any of its SubsidiariesCompany. Since the Reference Date, there have been no material changes in the Company’s internal control over financial reporting.