Common use of Parent Financial Statements Clause in Contracts

Parent Financial Statements. (a) The consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference into the Parent SEC Reports have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or, with respect to any unaudited interim financial statements, the absence of footnote disclosures and other presentation items and normal year-end audit adjustments or as permitted by the SEC’s rules and forms), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. (b) Parent has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act), which are reasonably designed to ensure that information required to be disclosed by Parent in the Parent SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is made known to Parent’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (c) Parent has established and maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act), which are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made in accordance with appropriate authorizations of management and the Parent Board in all material respects and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries. (d) Since August 1, 2014, none of Parent, its Subsidiaries, their respective directors, officers and employees, and, to the Knowledge of Parent, the auditors of Parent and its Subsidiaries, has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls, utilized by Parent or any of its Subsidiaries, in each case which has not been subsequently remediated or (B) any fraud that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent and its Subsidiaries. None of Parent, the Parent Board or the audit committee of the Parent Board, or, to the Knowledge of Parent, Parent’s auditors has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of Parent, (B) “material weakness” in the internal controls over financial reporting of Parent, or (C) any fraud that involves the management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. To the Knowledge of Parent, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported any evidence of any material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents, in each case, in such capacities, to the Parent Board or any committee thereof or to any director or officer of Parent or any of its Subsidiaries. (e) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the consolidated financial statements of Parent and its Subsidiaries filed with any Parent SEC Report. (f) Parent is, and since August 1, 2014 has been, in compliance in all material respects with (i) the provisions of the Xxxxxxxx-Xxxxx Act and (ii) the rules and regulations of the Nasdaq, in each case, that are applicable to Parent.

Parent Financial Statements. (a) The Each of the consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference into filed with the Parent SEC Reports complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, have been (or will be with regard to Parent SEC Reports to be filed) prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or, or as otherwise permitted by Form 10-Q with respect to any unaudited interim financial statements, the absence of footnote disclosures and other presentation items and normal yearstatements filed on Form 10-end audit adjustments or as permitted by the SEC’s rules and formsQ), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present in all material respects (or will present in all material respects with regard to Parent SEC Reports to be filed) the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. (b) Parent has established and maintains disclosure controls maintains, adheres to and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act), which are reasonably designed to ensure that information required to be disclosed by Parent in the Parent SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is made known to Parent’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (c) Parent has established and maintains enforces a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act), which are designed to provide effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent and and, to Parent’s Knowledge, its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and and, to Parent’s Knowledge, its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Board in all material respects and applicable Subsidiary board of directors, and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries. (d) Since August 1and, 2014, none of to Parent’s Knowledge, its Subsidiaries, their respective directors, officers and employees, and. Neither Parent nor, to the Knowledge of Parent, the auditors of Parent and its SubsidiariesParent’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls, controls utilized by Parent or any of and, to Parent’s Knowledge, its Subsidiaries, in each case which has not been subsequently remediated remediated, or (B) any fraud that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent and and, to Parent’s Knowledge, its Subsidiaries. None There are no internal investigations and, to Parent’s Knowledge, there are no SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened in each case regarding any accounting practices of Parent, the Parent Board or the audit committee of the Parent Board, or, to the Knowledge of Parent, Parent’s auditors has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of ParentKnowledge, (B) “material weakness” in the internal controls over financial reporting of Parent, or (C) any fraud that involves the management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. To the Knowledge of Parent, no attorney representing Parent or any of its Subsidiaries, whether any malfeasance by any director or not employed by executive officer of Parent or any of its Subsidiariesor, has reported any evidence of any material violation of securities Lawsto Parent’s Knowledge, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any other actions of their respective officers, directors, employees or agents, in each case, in such capacitiesParent or, to the Parent Board or any committee thereof or to any director or officer of Parent or Parent’s Knowledge, any of its SubsidiariesSubsidiaries or their respective Representatives relating to any possible violation of any Law or Order. (ec) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated affiliateAffiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item Section 303(a)(4) of Regulation S-K under the Securities Exchange Act)) where the purpose or effect of such arrangement Contract is to avoid disclosure of any material transaction involving, or material liabilities of, involving Parent or any of its Subsidiaries in the Parent’s consolidated financial statements of Parent and its Subsidiaries filed with any Parent SEC Reportstatements. (f) Parent is, and since August 1, 2014 has been, in compliance in all material respects with (i) the provisions of the Xxxxxxxx-Xxxxx Act and (ii) the rules and regulations of the Nasdaq, in each case, that are applicable to Parent.

Parent Financial Statements. (a) The Except to the extent updated, amended, restated or corrected by a subsequent Filed Parent SEC Document, as of their respective dates of filing with the SEC, the consolidated financial statements of Parent (including the related notes and its Subsidiaries schedules relating thereto) included or incorporated by reference into in the Parent SEC Reports have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved Documents (except as may be indicated in the notes thereto or, with respect to any unaudited interim financial statements, the absence of footnote disclosures and other presentation items and normal year-end audit adjustments or as permitted by the SEC’s rules and forms), comply i) complied as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, as permitted by the rules and fairly present regulations of the SEC), (ii) have been prepared in accordance with GAAP applied on a consistent basis in all material respects during the periods involved and Parent’s normal accounting practices consistent with past practice in all material respects (except (A) as may be indicated in the notes thereto or (B) as permitted by Regulation S-X) and (iii) present fairly, in all material respects, the consolidated financial position of Parent and its Subsidiaries as the Parent Subsidiaries, and the results of their operations stockholders’ equity and cash flows, for each of the dates thereof and the consolidated results of operations and cash flows for the periods then endedshown, in conformity with GAAP (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and any other adjustments described therein, including the notes thereto). (b) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act), which ) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by Parent in the Parent SEC Reports statements and reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such material information is made known accumulated and communicated to Parent’s chief executive officer and its chief financial officer by others within those entities management as appropriate to allow timely decisions regarding required disclosures as TABLE OF CONTENTS​​​ disclosure and to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act. The chief executive officer and chief financial officer Parent’s management has completed an assessment of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to internal control over financial reporting in compliance with the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, their conclusions about the effectiveness requirements of Section 404 of the disclosure Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder for the fiscal years ended September 28, 2013, September 27, 2014 and September 26, 2015, and such assessment concluded that such controls and procedures as of the end of the period covered by such report or amendment based on such evaluationwere effective. (c) Parent has established and maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act), which are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made in accordance with appropriate authorizations of management and the Parent Board compliance in all material respects and (iiiwith the provisions of Section 13(b) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets Exchange Act. Neither Parent nor any Parent Subsidiary has, and to the Knowledge of Parent, no director, officer, agent, employee or other Person acting on behalf of Parent and its Subsidiariesor any Parent Subsidiary has, in any respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth in the Filed Parent SEC Documents, no event has occurred that would be required to be reported pursuant to Item 404 of Regulation S-K promulgated by the SEC. (d) Since August 1the Parent Balance Sheet Date, 2014, none of Parent, its Subsidiaries, their respective directors, officers and employees, and, to the Parent does not have any Knowledge of Parent, the auditors of Parent and its Subsidiaries, has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls, controls utilized by Parent or any of its and the Parent Subsidiaries, in each case which has not been subsequently remediated or (B) any fraud that involves Parent’s or any Parent Subsidiary’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent and its Subsidiaries. None of Parent, the Parent Board or the audit committee of the Parent Board, or, to the Knowledge of Parent, Parent’s auditors has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of Parent, (B) “material weakness” in the internal controls over financial reporting of Parent, or (C) any fraud that involves the management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. To the Knowledge of Parent, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported any evidence of any material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents, in each case, in such capacities, to the Parent Board or any committee thereof or to any director or officer of Parent or any of its Subsidiaries. (e) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the consolidated financial statements of Parent and its Subsidiaries filed with any Parent SEC Report. (f) Parent is, and since August 1, 2014 has been, in compliance in all material respects with (i) the provisions of the Xxxxxxxx-Xxxxx Act and (ii) the rules and regulations of the Nasdaq, in each case, that are applicable to Parent.

Parent Financial Statements. (a) The financial statements, including the related consolidated financial statements schedules of investments, of Parent and its Consolidated Subsidiaries included (or incorporated by reference into reference) in the Parent SEC Reports (including the related notes, where applicable) and the Parent Interim Financials (i) have been prepared from, and are in accordance with GAAP consistently applied during with, in all material respects, the books and records of Parent and its Consolidated Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Parent and its Consolidated Subsidiaries for the respective fiscal periods and at or as of the respective dates involved therein set forth (except as may be indicated subject in the notes thereto or, with respect case of unaudited statements and the Parent Interim Financials to any unaudited interim financial statements, the absence of footnote disclosures and other presentation items and normal recurring year-end audit adjustments or as permitted by the SEC’s rules normal in nature and formsamount), comply (iii) have complied as to form form, as of their respective dates of filing with the SEC or, in the case of the Parent Interim Financials, as of the date hereof, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and fairly present (iv) have been prepared in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. (b) Parent has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act), which are reasonably designed to ensure that information required to be disclosed by Parent in the Parent SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is made known to Parent’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (c) Parent has established and maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act), which are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAPGAAP consistently applied during the periods involved, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made in accordance with appropriate authorizations of management and the Parent Board in all material respects and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries. (d) Since August 1, 2014, none of Parent, its Subsidiaries, their respective directors, officers and employees, and, to the Knowledge of Parent, the auditors of Parent and its Subsidiaries, has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls, utilized by Parent or any of its Subsidiaries, in each case which has not been subsequently remediated or (B) any fraud that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent and its Subsidiaries. None of Parent, the Parent Board or the audit committee of the Parent Board, or, to the Knowledge of Parent, Parent’s auditors has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of Parent, (B) “material weakness” in the internal controls over financial reporting of Parent, or (C) any fraud that involves the management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. To the Knowledge of Parent, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported any evidence of any material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agentsexcept, in each case, as indicated in such capacitiesstatements or in the notes thereto. As of the date hereof, to the Parent Board or any committee thereof or to any director or officer books and records of Parent and its Consolidated Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. KPMG LLP has not resigned, threatened resignation or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of its Subsidiariesaccounting principles or practices, financial statement disclosure or auditing scope or procedure. (ei) Neither Parent nor any of its Consolidated Subsidiaries has any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (A) in the case of Parent and its Consolidated Subsidiaries, liabilities that are reflected or reserved against on the consolidated balance sheet of Parent included in the Parent Interim Financials, (B) liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2009 and (C) liabilities incurred since September 30, 2009 pursuant to Contracts entered into after September 30, 2009 in violation of this Agreement (as if this Agreement was in effect on September 30, 2009). (ii) Other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Parent, neither Parent nor any of its Consolidated Subsidiaries is a party to, or and has any no commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Parent or any of its Consolidated Subsidiaries, on the one hand, and any unconsolidated affiliateAffiliate, including any structured finance, special purpose or limited purpose entity or Personentity, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)hand) where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involvinginvolving Parent in Parent’s consolidated financial statements. (iii) None of the Consolidated Subsidiaries of Parent is required to file any forms, reports, schedules, statements or material liabilities ofother documents with the SEC. (c) Since January 1, 2008, (i) neither Parent nor any of its Consolidated Subsidiaries nor, to the knowledge of Parent, any director, officer, Employee, auditor, accountant or representative of Parent or any of its Consolidated Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Consolidated Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Parent or any of its Consolidated Subsidiaries has engaged in questionable or illegal accounting or auditing practices or maintains inadequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the consolidated Exchange Act), and (ii) no attorney representing Parent or any of its Consolidated Subsidiaries, whether or not employed by Parent or any of its Consolidated Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, Employees or agents to the Board of Directors of Parent or any committee thereof or to any director or officer of Parent. (d) Neither Parent nor any of its Consolidated Subsidiaries is a party to any securitization transaction with respect to the assets of Parent or its Consolidated Subsidiaries or off-balance sheet arrangement with respect to Parent (as defined in Item 303(a)(4) of Regulation S-K promulgated under the Exchange Act). To Parent’s knowledge, since January 1, 2008, KPMG LLP, which has expressed its opinion with respect to the financial statements of Parent and its Consolidated Subsidiaries filed included in Parent’s SEC Reports (including the related notes), has been (i) “independent” with any respect to Parent and its Consolidated Subsidiaries within the meaning of Regulation S-X, and (ii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC Reportand the Public Company Accounting Oversight Board. (fe) The principal executive officer and principal financial officer of Parent ishave made all certifications required by, and since August 1would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates, 2014 has beenpursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct, and Parent is otherwise in compliance in with all material respects with (i) the applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of NASDAQ. (f) Parent has in all material respects: (i) designed and maintained a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to allow Parent’s principal executive officer and principal financial officer to make the certifications required under the Exchange Act with respect to such reports; (ii) designed and maintained a system of internal controls over financial reporting sufficient to provide reasonable assurance concerning the rules reliability of financial reporting and regulations the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the Nasdaqeffectiveness of Parent’s internal controls over financial reporting for the fiscal year ended December 31, 2008 in each casecompliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act, and such assessment concluded that such internal controls were effective using the framework specified in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008; (iii) (A) disclosed, based on its most recent evaluation, to its auditors and the Audit Committee of the Board of Directors of Parent (1) any significant deficiencies or material weaknesses (as defined in the relevant Statement of Auditing Standards) in the design or operation of Parent’s internal controls over financial reporting that could adversely affect its ability to record, process, summarize and report financial data and (2) any fraud, whether or not material, that involves management or other Employees who have a significant role in its internal controls over financial reporting and (B) identified for Parent’s auditors any material weaknesses in internal controls; and (iv) provided to the Company true and correct copies of any of the foregoing disclosures to its auditors or the Audit Committee of the Board of Directors of Parent that have been made in writing from January 1, 2008 through the date hereof, and will promptly provide to the Company true and correct copies of any such disclosures that are applicable to Parentmade after the date hereof.

Parent Financial Statements. (a) The consolidated financial Parent has filed with the SEC (i) the audited balance sheets of Parent as of October 31, 2015 and 2014 and the related audited statements of operations, stockholders’ equity and cash flows for the year ended October 31, 2015 and the period from November 19, 2013 (inception) through October 30, 2015 together with the notes to such statements and the opinions of KLJ & Associates, LLP and Li and Company, PC, independent certified public accountants (the “Parent and its Subsidiaries included or incorporated by reference into the Financial Statements”). (b) The Parent SEC Reports Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied during throughout the periods involved. The Parent balance sheets included as part of the Parent Financial Statements are true and at accurate and present fairly as of their respective dates the dates involved (financial condition of Parent. As of the date of such balance sheets, except as may and to the extent reflected or reserved against therein, Parent had no liabilities or obligations (absolute or contingent) which should be indicated reflected in the balance sheets or the notes thereto orprepared in accordance with generally accepted accounting principles, with respect to any unaudited interim financial statements, and all assets reflected therein are properly reported and present fairly the absence of footnote disclosures and other presentation items and normal year-end audit adjustments or as permitted by the SEC’s rules and forms), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations value of the SEC assets of Parent, in accordance with respect thereto and fairly present in all material respects the consolidated financial position generally accepted accounting principles. The statements of Parent and its Subsidiaries as of the dates thereof and the consolidated results of operations operations, stockholders’ equity and cash flows for included as part of the periods then ended. (b) Parent has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15 under Financial Statements reflect fairly the Exchange Act), which are reasonably designed to ensure that information required to be disclosed set forth therein by Parent in the Parent SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is made known to Parent’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluationgenerally accepted accounting principles. (c) Parent has established and maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act), which are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made in accordance with appropriate authorizations of management and the Parent Board in all material respects and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries. (d) Since August November 1, 20142015, none of Parent, its Subsidiariesany Parent Subsidiary, or any director, officer or employee of Parent or any Parent Subsidiary, any auditor or accountant of Parent or any Parent Subsidiary has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective directors, officers and employees, and, to the Knowledge of Parent, the auditors of Parent and its Subsidiaries, has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls, utilized by including any material written complaint, allegation, assertion or claim that Parent or any of its Subsidiaries, Parent Subsidiary has engaged in each case which has not been subsequently remediated questionable accounting or (B) any fraud that involves auditing practices. To Parent’s management or other employees who have a role in the preparation knowledge, no employee and no member of financial statements or the internal accounting controls utilized by Parent and its Subsidiaries. None of Parent, the Parent Board or the audit committee of the Parent Board, or, to the Knowledge of Parent, Parent’s auditors has received nor any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of Parent, (B) “material weakness” in the internal controls over financial reporting of Parent, or (C) any fraud that involves the management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. To the Knowledge of Parent, no attorney representing Parent or any of its SubsidiariesParent Subsidiary, whether or not employed by Parent or any of its SubsidiariesParent Subsidiary, has reported ever received written notice from any evidence Governmental Authority or any Person of any material violation of consumer protection, insurance or securities Laws, breach of fiduciary duty or similar violation by Parent, any Parent or any of its Subsidiaries Subsidiary or any of their respective officers, directors, employees or agents, in each case, in agents or reported written evidence of any such capacities, violations to the Parent Board or any committee thereof or to any director or executive officer of Parent or any of its Subsidiaries. (e) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the consolidated financial statements of Parent and its Subsidiaries filed with any Parent SEC Report. (f) Parent is, and since August 1, 2014 has been, in compliance in all material respects with (i) the provisions of the Xxxxxxxx-Xxxxx Act and (ii) the rules and regulations of the Nasdaq, in each case, that are applicable to Parent.

Parent Financial Statements. (a) The audited consolidated financial statements of Parent PLC and its Subsidiaries unaudited consolidated interim financial statements of PLC included or incorporated by reference into the Parent in PLC SEC Reports have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved Documents (except as may be indicated in the notes thereto or, with respect to any unaudited interim financial statements, the absence of footnote disclosures and other presentation items and normal year-end audit adjustments or as permitted by the SEC’s rules and forms), i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing and (ii) fairly present present, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”) applied on a consistent basis (except as may be indicated in the notes thereto), in all material respects the consolidated financial position of Parent and its Subsidiaries consolidated subsidiaries, as of the dates thereof thereof, and the consolidated results of operations the operations, stockholders’ equity and cash flows of Parent and its consolidated subsidiaries for the periods then ended. indicated (bsubject, in the case of any unaudited interim financial statements, to the absence of notes and normal and recurring year-end audit adjustments). As of the date hereof, neither PLC nor any Subsidiary of PLC has any Liabilities that are required to be set forth on an audited consolidated balance sheet prepared in accordance with IFRS, except for (i) Liabilities reflected on the PLC SEC Documents, (ii) Liabilities incurred in the ordinary course of business since the most recent quarterly financial statement disclosed in the PLC SEC Documents, (iii) liabilities that would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect (assuming for this purposes that the Parent was the same size as the Company), and (iv) Liabilities incurred in connection with the transactions contemplated hereby. PLC has established and maintains disclosure controls and procedures (as such terms are term is defined in Rule 13a-15 13a-15(e) under the Exchange Act), which are reasonably designed to ensure that information required to be disclosed by Parent in the Parent SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is made known to Parent’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures ) as required by Rule 13a-15(a) under the Exchange Act. The chief executive officer PLC and chief financial officer each of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (c) Parent has established and its Subsidiaries maintains a system of internal controls control over financial reporting (as such term is defined in Rule 13a-15 13a-15(f) under the Exchange Act)) sufficient to comply with all legal and accounting requirements applicable to PLC and such Subsidiary as required by Rule 13a-15(a) under the Exchange Act. PLC has disclosed, which are designed based on its most recent evaluation of internal controls prior to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made in accordance with appropriate authorizations of management and the Parent Board in all material respects and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries. (d) Since August 1, 2014, none of Parent, its Subsidiaries, their respective directors, officers and employees, anddate hereof, to the Knowledge of Parent, the PLC’s auditors of Parent and its Subsidiaries, has identified or been made aware of audit committee (Ax) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controlscontrols that are reasonably likely to adversely affect PLC’s ability to record, utilized by Parent or any of its Subsidiariesprocess, in each case which has not been subsequently remediated or summarize and report financial information and (By) any fraud fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent and its Subsidiaries. None of Parent, the Parent Board or the audit committee of the Parent Board, or, to the Knowledge of Parent, Parent’s auditors has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of Parent, (B) “material weakness” in the internal controls over financial reporting of Parent, or (C) any fraud that involves the management or other employees of Parent who have a significant role in internal controls. The chief executive officer and the internal controls over chief financial reporting officer of Parent. To PLC have signed, and PLC has filed with the Knowledge SEC, all certifications required by Section 906 of Parent, the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no attorney representing Parent qualifications or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported any evidence of any material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents, in each case, in such capacities, exceptions to the Parent Board matters certified therein and have not been modified or any committee thereof or to any director or officer of Parent or any of its Subsidiaries. (e) Neither Parent withdrawn, and neither PLC nor any of its Subsidiaries is a party toofficers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Parent or any manner of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect filing of such arrangement certifications. PLC is to avoid disclosure of any in material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the consolidated financial statements of Parent and its Subsidiaries filed compliance with any Parent SEC Report. (f) Parent is, and since August 1, 2014 has been, in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) of 2002. As used in this Section 4.6, the rules and regulations of term “file” shall be broadly construed to include any manner in which a document or information is filed with the Nasdaq, in each case, that are applicable to ParentSEC.

Parent Financial Statements. (a) The Except to the extent updated, amended, restated or corrected by a subsequent Filed Parent SEC Document, as of their respective dates of filing with the SEC, the consolidated financial statements of Parent (including the related notes and its Subsidiaries schedules relating thereto) included or incorporated by reference into in the Parent SEC Reports have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved Documents (except as may be indicated in the notes thereto or, with respect to any unaudited interim financial statements, the absence of footnote disclosures and other presentation items and normal year-end audit adjustments or as permitted by the SEC’s rules and forms), comply i) complied as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, as permitted by the rules and fairly present regulations of the SEC), (ii) have been prepared in accordance with GAAP applied on a consistent basis in all material respects during the periods involved and Parent’s normal accounting practices consistent with past practice in all material respects (except (A) as may be indicated in the notes thereto or (B) as permitted by Regulation S-X) and (iii) present fairly, in all material respects, the consolidated financial position of Parent and its Subsidiaries as the Parent Subsidiaries, and the results of their operations stockholders’ equity and cash flows, for each of the dates thereof and the consolidated results of operations and cash flows for the periods then endedshown, in conformity with GAAP (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and any other adjustments described therein, including the notes thereto). (b) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act), which ) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by Parent in the Parent SEC Reports statements and reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such material information is made known accumulated and communicated to Parent’s chief executive officer and its chief financial officer by others within those entities management as appropriate to allow timely decisions regarding required disclosures as disclosure and to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act. The chief executive officer and chief financial officer Parent’s management has completed an assessment of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to internal control over financial reporting in compliance with the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, their conclusions about the effectiveness requirements of Section 404 of the disclosure Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder for the fiscal years ended September 28, 2013, September 27, 2014 and September 26, 2015, and such assessment concluded that such controls and procedures as of the end of the period covered by such report or amendment based on such evaluationwere effective. (c) Parent has established and maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act), which are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made in accordance with appropriate authorizations of management and the Parent Board compliance in all material respects and (iiiwith the provisions of Section 13(b) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets Exchange Act. Neither Parent nor any Parent Subsidiary has, and to the Knowledge of Parent, no director, officer, agent, employee or other Person acting on behalf of Parent and its Subsidiariesor any Parent Subsidiary has, in any respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth in the Filed Parent SEC Documents, no event has occurred that would be required to be reported pursuant to Item 404 of Regulation S-K promulgated by the SEC. (d) Since August 1the Parent Balance Sheet Date, 2014, none of Parent, its Subsidiaries, their respective directors, officers and employees, and, to the Parent does not have any Knowledge of Parent, the auditors of Parent and its Subsidiaries, has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls, controls utilized by Parent or any of its and the Parent Subsidiaries, in each case which has not been subsequently remediated or (B) any fraud that involves Parent’s or any Parent Subsidiary’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent and its Subsidiaries. None of Parent, the Parent Board or the audit committee of the Parent Board, or, to the Knowledge of Parent, Parent’s auditors has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of Parent, (B) “material weakness” in the internal controls over financial reporting of Parent, or (C) any fraud that involves the management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. To the Knowledge of Parent, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported any evidence of any material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents, in each case, in such capacities, to the Parent Board or any committee thereof or to any director or officer of Parent or any of its Subsidiaries. (e) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the consolidated financial statements of Parent and its Subsidiaries filed with any Parent SEC Report. (f) Parent is, and since August 1, 2014 has been, in compliance in all material respects with (i) the provisions of the Xxxxxxxx-Xxxxx Act and (ii) the rules and regulations of the Nasdaq, in each case, that are applicable to Parent.