Common use of Reports; Internal Controls Clause in Contracts

Reports; Internal Controls. (a) Such Party has filed or furnished, as applicable, on a timely basis, all forms, schedules, prospectuses, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2021 (the “Applicable Date”) (the forms, schedules, prospectuses, statements, reports and documents filed or furnished to the SEC since the Applicable Date and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, such Party’s “Reports”). Each of such Party’s Reports, at the time of its filing or being furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then as of the date of such filing), such Party’s Reports did not, and any of such Party’s Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. No Subsidiary of such Party is subject to periodic reporting requirements of the Exchange Act other than as part of such Party’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, the Nasdaq, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (b) Such Party is, and has been at all times since the Applicable Date, in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE and the Nasdaq, as applicable. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, neither such Party nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of such Party. (c) Since the Applicable Date, such Party has maintained disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are designed to ensure that information relating to such Party, including its consolidated Subsidiaries, required to be disclosed in such Party’s periodic and current reports under the Exchange Act is accumulated and communicated to such Party’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 such Party have evaluated the effectiveness of such Party’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Report of such Party that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her 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. (d) Such Party is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among such Party, 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 agreement described in Section 303(a)(4) of Regulation S-K promulgated under the Exchange Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, such Party in such Party’s consolidated financial statements. (e) Such Party maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of such Party, (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 such Party are being made only in accordance with authorizations of management and directors of such Party, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such Party’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of such Party and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of such Party or a wholly owned Subsidiary of such Party or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, such Party’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (f) Since the Applicable Date, none of such Party’s auditors, such Party’s board of directors and the audit committee of the board of directors of such Party has received any oral or written notification of (i) any “significant deficiency” in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect such Party’s ability to record, process, summarize and report financial information and has identified for such Party’s auditors, such Party’s board of directors and the audit committee of the board of directors of such Party any “material weakness” in internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in such Party’s internal controls over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from such Party’s employees regarding questionable accounting or auditing matters, have been received by such Party. Since the Applicable Date, no attorney representing such Party or any of its Subsidiaries, whether or not employed by such Party or any of its Subsidiaries, has reported evidence of a material violation of securities Laws or breach of fiduciary duty or similar violation by such Party or any of its officers, directors, employees or agents to such Party’s chief legal officer, audit committee (or other committee designated for the purpose) pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or such Party’s policy contemplating such reporting, including in instances not required by those rules. Since the Applicable Date, any material change in internal control over financial reporting required to be disclosed in any Report has been so disclosed. (g) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to such Party’s Reports. To the Knowledge of such Party, none of such Party’s Reports is subject to ongoing review or outstanding SEC comment or investigation. Such Party has made available to the other Party true, correct and complete copies of all written correspondence between the SEC, on the one hand, and such Party and any of its Subsidiaries, on the other hand, with respect to open comments occurring since the Applicable Date.

Reports; Internal Controls. (a) Such Party has filed or furnished, as applicable, on a timely basis, all forms, schedules, prospectuses, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2021 2017 (the “Applicable Date”) (the forms, schedules, prospectuses, statements, reports and documents filed or furnished to the SEC since the Applicable Date and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, such Party’s “Reports”). Each of such Party’s Reports, at the time of its filing or being furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActAct and the rules and regulations thereunder. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then as of the date of such filing), such Party’s Reports did not, and any of such Party’s Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. No Subsidiary of such Party is subject to periodic reporting requirements of the Exchange Act other than as part of such Party’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, the Nasdaq, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (b) Such Party is, and has been at all times since the Applicable Date, in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE and the Nasdaq, as applicableNYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, neither such Party nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of such Party. (c) Since Except as set forth on Section 5.5 of such Party’s Disclosure Letter, since the Applicable Date, such Party has maintained disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are designed effective to ensure that information relating to such Party, including its consolidated Subsidiaries, required to be disclosed by such Party under the Exchange Act is recorded and reported within the time periods specified in the Exchange Act and all such Party’s periodic and current reports information required to be disclosed under the Exchange Act is accumulated and communicated to the management of such Party’s chief executive officer and its chief financial officer by others within those entities , as appropriate, to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of such Party have evaluated the effectiveness of such Party’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Report of such Party that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her 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 evaluationdisclosure. (d) Such Neither Party is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among such Party, 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 agreement described in Section 303(a)(4) of Regulation S-K promulgated under the Exchange Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, such Party in such Party’s consolidated financial statements. (e) Such Party maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of such Party, (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 such Party are being made only in accordance with authorizations of management and directors of such Party, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such Party’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of such Party and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of such Party or a wholly owned Subsidiary of such Party or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, such Party’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (f) Since the Applicable Date, none of such Party’s auditors, such Party’s board of directors and the audit committee of the board of directors of such Party has received any oral or written notification of (i) any “significant deficiency” in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect such Party’s ability to record, process, summarize and report financial information and has identified for such Party’s auditors, such Party’s board of directors and the audit committee of the board of directors of such Party any “material weakness” in internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in such Party’s internal controls over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from such Party’s employees regarding questionable accounting or auditing matters, have been received by such Party. Since the Applicable Date, no attorney representing such Party or any of its Subsidiaries, whether or not employed by such Party or any of its Subsidiaries, has reported evidence of a material violation of securities Laws or breach of fiduciary duty or similar violation by such Party or any of its officers, directors, employees or agents to such Party’s chief legal officer, audit committee (or other committee designated for the purpose) pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or such Party’s policy contemplating such reporting, including in instances not required by those rules. Since the Applicable Date, any material change in internal control over financial reporting required to be disclosed in any Report has been so disclosed. (g) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to such Party’s Reports. To the Knowledge of such Party, none of such Party’s Reports is subject to ongoing review or outstanding SEC comment or investigation. Such Party has made available to the other Party true, correct and complete copies of all written correspondence between the SEC, on the one hand, and such Party and any of its Subsidiaries, on the other hand, with respect to open comments occurring since the Applicable Date.

Reports; Internal Controls. (a) Such Party has filed or furnished, as applicable, on a timely basis, all forms, schedules, prospectuses, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2021 2017 (the “Applicable Date”) (the forms, schedules, prospectuses, statements, reports and documents filed or furnished to the SEC since the Applicable Date and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, such Party’s “Reports”). Each of such Party’s Reports, at the time of its filing or being furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActAct and the rules and regulations thereunder. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then as of the date of such filing), such Party’s Reports did not, and any of such Party’s Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. No Subsidiary of such Party is subject to periodic reporting requirements of the Exchange Act other than as part of such Party’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, the NasdaqNASDAQ, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (b) Such Party is, and has been at all times since the Applicable Date, in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE and the Nasdaqor NASDAQ, as applicable. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither such Party nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of such Party. (c) Since the Applicable Date, such Party has maintained disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are designed effective to ensure that information relating to such Party, including its consolidated Subsidiaries, required to be disclosed by such Party under the Exchange Act is recorded and reported within the time periods specified in the Exchange Act and all such Party’s periodic and current reports information required to be disclosed under the Exchange Act is accumulated and communicated to the management of such Party’s chief executive officer and its chief financial officer by others within those entities , as appropriate, to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of such Party have evaluated the effectiveness of such Party’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Report of such Party that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her 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 evaluationdisclosure. (d) Such Neither Party is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among such Party, 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 agreement arrangement described in Section 303(a)(4) of Regulation S-K promulgated under of the Exchange ActSEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, such Party in such Party’s consolidated financial statements. (e) Such Party maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of such Party, (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 such Party are being made only in accordance with authorizations of management and directors of such Party, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such Party’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of such Party and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of such Party or a wholly owned Subsidiary of such Party or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, such Party’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (f) Since the Applicable Date, none of such Party’s auditors, such Party’s board of directors and the audit committee of the board of directors of such Party has received any oral or written notification of (i) any “significant deficiency” in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect such Party’s ability to record, process, summarize and report financial information and has identified for such Party’s auditors, such Party’s board of directors and the audit committee of the board of directors of such Party any “material weakness” in internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in such Party’s internal controls over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from such Party’s employees regarding questionable accounting or auditing matters, have been received by such Party. Since the Applicable Date, no attorney representing such Party or any of its Subsidiaries, whether or not employed by such Party or any of its Subsidiaries, has reported evidence of a material violation of securities Laws or breach of fiduciary duty or similar violation by such Party or any of its officers, directors, employees or agents to such Party’s chief legal officer, audit committee (or other committee designated for the purpose) pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or such Party’s policy contemplating such reporting, including in instances not required by those rules. Since the Applicable Date, any material change in internal control over financial reporting required to be disclosed in any Report has been so disclosed. (g) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to such Party’s Reports. To the Knowledge of such Party, none of such Party’s Reports is subject to ongoing review or outstanding SEC comment or investigation. Such Party has made available to the other Party true, correct and complete copies of all written correspondence between the SEC, on the one hand, and such Party and any of its Subsidiaries, on the other hand, with respect to open comments occurring since the Applicable Date.

Reports; Internal Controls. (a) Such Party has filed or furnished, as applicable, on a timely basis, all forms, schedules, prospectuses, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2021 2016 (the “Applicable Date”) (the forms, schedules, prospectuses, statements, reports and documents filed or furnished to the SEC since the Applicable Date and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, such Party’s “Reports”). Each of such Party’s Reports, at the time of its filing or being furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreementamended, then as of the date of such filingamendment), such Party’s Reports did not, and any of such Party’s Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. No Subsidiary of such Party is subject to periodic reporting requirements of the Exchange Act other than as part of such Party’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, the Nasdaq, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (b) Such Party is, and has been at all times since the Applicable Date, in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE and the Nasdaq, as applicableNYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither such Party nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of such Party. (c) Since the Applicable Date, such Party has maintained disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are designed effective to ensure that information relating to such Party, including its consolidated Subsidiaries, required to be disclosed by such Party under the Exchange Act is recorded and reported within the time periods specified in the Exchange Act and all such Party’s periodic and current reports information required to be disclosed under the Exchange Act is accumulated and communicated to the management of such Party’s chief executive officer and its chief financial officer by others within those entities , as appropriate, to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of such Party have evaluated the effectiveness of such Party’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Report of such Party that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her 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 evaluationdisclosure. (d) Such Party is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among such Party, 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 agreement described in Section 303(a)(4) of Regulation S-K promulgated under the Exchange Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, such Party in such Party’s consolidated financial statements. (e) Such Party maintains “internal control over financial reporting” reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately -16- 052054-0169-16505-Active.27978848.6 SC1:4755315.9 (e) Such Party has disclosed, based on its most recent evaluation of its chief executive officer and fairly reflect its chief financial officer prior to the transactions and dispositions date of the assets of such Partythis Agreement, (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 such Party are being made only in accordance with authorizations of management and directors of such Party, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such Party’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of such Party and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of such Party or a wholly owned Subsidiary of such Party or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, such Party’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (f) Since the Applicable Date, none of such Party’s auditors, such Party’s board of directors auditors and the audit committee of the board of directors of such Party has received any oral or written notification of (i) any “significant deficiency” deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect such Party’s ability to record, process, summarize and report financial information and has identified for such Party’s auditors, such Party’s board of directors auditors and the audit committee of the board of directors of such Party any “material weakness” weaknesses in internal controls control over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in such Party’s internal controls control over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from such Party’s employees regarding questionable accounting or auditing matters, have been received by such Party. Since the Applicable Date, no attorney representing such Party or any of its Subsidiaries, whether or not employed by such Party or any of its Subsidiaries, has reported evidence of a material violation of securities Laws or breach of fiduciary duty or similar violation by such Party or any of its officers, directors, employees or agents to such Party’s chief legal officer, audit committee (or other committee designated for the purpose) pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or such Party’s policy contemplating such reporting, including in instances not required by those rules. Since the Applicable Date, any material change in internal control over financial reporting required to be disclosed in any Report has been so disclosed. (g) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to such Party’s Reports. To the Knowledge of such Party, none of such Party’s Reports is subject to ongoing review or outstanding SEC comment or investigation. Such Party has made available to the other Party true, correct and complete copies of all written correspondence between the SEC, on the one hand, and such Party and any of its Subsidiaries, on the other hand, with respect to open comments occurring since the Applicable Date.

Reports; Internal Controls. (a) Such Party Versum has filed or furnished, as applicable, on a timely basis, all forms, schedules, prospectuses, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2021 2017 (the “Applicable Date”) (the forms, schedules, prospectuses, statements, reports and documents filed or furnished to the SEC since the Applicable Date and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, such PartyVersum’s “Reports”). Each of such PartyVersum’s Reports, at the time of its filing or being furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx Act”) and the rules and regulations thereunder. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then as of the date of such filing), such PartyVersum’s Reports did not, and any of such PartyVersum’s Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. No Subsidiary of such Party Versum is subject to periodic reporting requirements of the Exchange Act other than as part of such PartyVersum’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, the Nasdaq, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (b) Such Party Versum is, and has been at all times since the Applicable Date, in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE and the Nasdaq, as applicableNYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither such Party Versum nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of such PartyVersum. (c) Since the Applicable Date, such Party Versum has maintained disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are designed effective to ensure that information relating to such Party, including its consolidated Subsidiaries, required to be disclosed by Versum under the Exchange Act is recorded and reported within the time periods specified in the Exchange Act and all such Party’s periodic and current reports information required to be disclosed under the Exchange Act is accumulated and communicated to such Party’s chief executive officer and its chief financial officer by others within those entities the management of Versum, as appropriate, to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of such Party have evaluated the effectiveness of such Party’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Report of such Party that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her 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 evaluationdisclosure. (d) Such Party Versum is not a party to, or has and does not have any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among such PartyVersum, 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 agreement arrangement described in Section 303(a)(4) of Regulation S-K promulgated under of the Exchange ActSEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, such Party Versum in such PartyVersum’s consolidated financial statements. (e) Such Party Versum maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of such Party, (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 such Party Versum are being made only in accordance with authorizations of management and directors of such PartyVersum, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such PartyVersum’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of such Party Versum and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of such Party Versum or a wholly owned Subsidiary of such Party Versum or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, such PartyVersum’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (f) Since the Applicable Date, none of such PartyVersum’s auditors, such PartyVersum’s board of directors and the audit committee of the board of directors of such Party Versum has received any oral or written notification of (i) any “significant deficiency” in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect such PartyVersum’s ability to record, process, summarize and report financial information and has identified for such PartyVersum’s auditors, such PartyVersum’s board of directors and the audit committee of the board of directors of such Party Versum any “material weakness” in internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in such PartyVersum’s internal controls over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from such PartyVersum’s employees regarding questionable accounting or auditing matters, have been received by such PartyVersum. Since the Applicable Date, no attorney representing such Party Versum or any of its Subsidiaries, whether or not employed by such Party Versum or any of its Subsidiaries, has reported evidence of a material violation of securities Laws or breach of fiduciary duty or similar violation by such Party Versum or any of its officers, directors, employees or agents to such PartyVersum’s chief legal officer, audit committee (or other committee designated for the purpose) pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or such PartyVersum’s policy contemplating such reporting, including in instances not required by those rules. Since the Applicable Date, any material change in internal control over financial reporting required to be disclosed in any Report has been so disclosed. (g) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to such Party’s Reports. To the Knowledge of such Party, none of such Party’s Reports is subject to ongoing review or outstanding SEC comment or investigation. Such Party has made available to the other Party true, correct and complete copies of all written correspondence between the SEC, on the one hand, and such Party and any of its Subsidiaries, on the other hand, with respect to open comments occurring since the Applicable Date.

Reports; Internal Controls. (a) Such Party has filed or furnished, as applicable, on a timely basis, all forms, schedules, prospectuses, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2021 2016 (the “Applicable Date”) (the forms, schedules, prospectuses, statements, reports and documents filed or furnished to the SEC since the Applicable Date and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, such Party’s “Reports”). Each of such Party’s Reports, at the time of its filing or being furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreementamended, then as of the date of such filingamendment), such Party’s Reports did not, and any of such Party’s Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. No Subsidiary of such Party is subject to periodic reporting requirements of the Exchange Act other than as part of such Party’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, the Nasdaq, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (b) Such Party is, and has been at all times since the Applicable Date, in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE and the Nasdaq, as applicableNYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither such Party nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of such Party. (c) Since the Applicable Date, such Party has maintained disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are designed effective to ensure that information relating to such Party, including its consolidated Subsidiaries, required to be disclosed by such Party under the Exchange Act is recorded and reported within the time periods specified in the Exchange Act and all such Party’s periodic and current reports information required to be disclosed under the Exchange Act is accumulated and communicated to the management of such Party’s chief executive officer and its chief financial officer by others within those entities , as appropriate, to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of such Party have evaluated the effectiveness of such Party’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Report of such Party that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her 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 evaluationdisclosure. (d) Such Party is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among such Party, 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 agreement described in Section 303(a)(4) of Regulation S-K promulgated under the Exchange Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, such Party in such Party’s consolidated financial statements. (e) Such Party maintains “internal control over financial reporting” reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of such Party, (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 such Party are being made only in accordance with authorizations of management and directors of such Party, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such Party’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of such Party and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of such Party or a wholly owned Subsidiary of such Party or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, such Party’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (fe) Since Such Party has disclosed, based on its most recent evaluation of its chief executive officer and its chief financial officer prior to the Applicable Datedate of this Agreement, none of to such Party’s auditors, such Party’s board of directors auditors and the audit committee of the board of directors of such Party has received any oral or written notification of (i) any “significant deficiency” deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect such Party’s ability to record, process, summarize and report financial information and has identified for such Party’s auditors, such Party’s board of directors auditors and the audit committee of the board of directors of such Party any “material weakness” weaknesses in internal controls control over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in such Party’s internal controls control over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from such Party’s employees regarding questionable accounting or auditing matters, have been received by such Party. Since the Applicable Date, no attorney representing such Party or any of its Subsidiaries, whether or not employed by such Party or any of its Subsidiaries, has reported evidence of a material violation of securities Laws or breach of fiduciary duty or similar violation by such Party or any of its officers, directors, employees or agents to such Party’s chief legal officer, audit committee (or other committee designated for the purpose) pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or such Party’s policy contemplating such reporting, including in instances not required by those rules. Since the Applicable Date, any material change in internal control over financial reporting required to be disclosed in any Report has been so disclosed. (g) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to such Party’s Reports. To the Knowledge of such Party, none of such Party’s Reports is subject to ongoing review or outstanding SEC comment or investigation. Such Party has made available to the other Party true, correct and complete copies of all written correspondence between the SEC, on the one hand, and such Party and any of its Subsidiaries, on the other hand, with respect to open comments occurring since the Applicable Date.

Reports; Internal Controls. (ai) Such Party has and its Subsidiaries have filed or furnished, as applicable, on a timely basis, all forms, schedules, prospectuses, statements, certifications, reports and documents required to be filed or furnished by it them, in the case of the Company and its Subsidiaries, with the SEC pursuant to the Exchange Act or the Securities Act and, in the case of Parent and its Subsidiaries, with the AMF, in each case pursuant to applicable securities Laws, as applicable, since January 1December 31, 2021 (the “Applicable Date”) 2013 (the forms, schedules, prospectuses, statements, reports and documents so filed or furnished to the SEC since the Applicable Date and those filed or furnished to the SEC subsequent to the date of this Agreementby such Party, including any amendments thereto, such Party’s “Reports”). Each of such Party’s Reports, at the time of its filing or being furnished (andor if amended, in as of the case date of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelysuch amendment), complied, or if not yet filed or furnished, will comply complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActAct of 2002, applicable securities Laws, as applicable, and any rules and regulations promulgated thereunder applicable to the Reports. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreementamended, then as of the date of such filingamendment), such Party’s Reports did not, and any of such Party’s Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. No Subsidiary of such Party is subject to periodic reporting requirements of the Exchange Act other than as part of such Party’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, the Nasdaq, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (bii) Such Party is, and has been at all times since In the Applicable Date, in compliance in all material respects with the applicable listing and corporate governance rules and regulations case of the NYSE and Company, the Nasdaq, as applicable. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, neither such Party nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of such Party. (c) Since the Applicable Date, such Party has maintained Company maintains disclosure controls and procedures required by Rule 13a-15(e) 13a-15 or 15d-15(e) 15d-15 under the Exchange Act. In the case of Parent, Parent maintains disclosure controls and procedures that comply with all applicable AMF rules and regulations. Such disclosure controls and procedures are designed effective to ensure that material information relating to such Party, including its consolidated Subsidiaries, required to be disclosed in by such Party is recorded and reported on a timely basis to the individuals responsible for the preparation of the Party’s periodic and current reports under the Exchange Act is accumulated and communicated to such Party’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures Subsidiaries’ filings with the SEC and with the AMF, as required under the Exchange Act. The chief executive officer applicable, and chief financial officer of such Party have evaluated the effectiveness of such Party’s other public disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Report of such Party that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her 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 evaluationdocuments. (d) Such Party is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among such Party, 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 agreement described in Section 303(a)(4) of Regulation S-K promulgated under the Exchange Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, such Party in such Party’s consolidated financial statements. (eiii) Such Party maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such a system of internal control over financial reporting that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with with, in the case of the Company, United States generally accepted accounting principles (“GAAP”) and, in the case of Parent, International Financial Reporting Standards issued by the International Accounting Standards Board (“IFRS”) and includes policies and procedures that (iA) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of such Party, (iiB) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAPGAAP or IFRS, as applicable, and that receipts and expenditures of such Party are being made only in accordance with authorizations of management and directors of such Party, and (iiiC) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such Party’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of such Party and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of such Party or a wholly owned Subsidiary of such Party or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, such Party’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (fiv) Since Such Party has disclosed, based on its most recent evaluation of internal controls prior to the Applicable Datedate of this Agreement, none of such Party’s auditors, such Party’s board of directors to its auditors and the audit committee of the board of directors of such Party has received any oral or written notification of (iA) any “significant deficiency” deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that which are reasonably likely to adversely affect such Party’s ability to record, process, summarize and report financial information and has identified for such Party’s auditors, such Party’s board of directors and the audit committee of the board of directors of such Party any “material weakness” in internal controls over financial reporting and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. As of the date of its most recent audited financial statements, neither such Party’s Party nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting. Since the Applicable Dateand, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from such Party’s employees regarding questionable accounting or auditing matters, have been received by such Party. Since the Applicable Date, no attorney representing such Party or any of its Subsidiaries, whether or not employed by such Party or any of its Subsidiaries, has reported evidence of a material violation of securities Laws or breach of fiduciary duty or similar violation by such Party or any of its officers, directors, employees or agents to such Party’s chief legal officer, audit committee (or other committee designated for the purpose) pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or such Party’s policy contemplating such reporting, including in instances not required by those rules. Since the Applicable Date, any material change in internal control over financial reporting required to be disclosed in any Report has been so disclosed. (g) As as of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to such Party’s Reports. To the Knowledge of such Party, none of nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such Party’s Reports is subject to ongoing review or outstanding SEC comment or investigation. Such Party has made available to the other Party true, correct and complete copies of all written correspondence between the SEC, on the one hand, and such Party and any of its Subsidiaries, on the other hand, with respect to open comments occurring since the Applicable Dateinternal controls.

Reports; Internal Controls. (ai) Such Party has and its Subsidiaries have filed or furnished, as applicable, on a timely basis, all forms, schedules, prospectuses, statements, certifications, reports and documents required to be filed or furnished by it them, in the case of the Company and its Subsidiaries, with the SEC pursuant to the Exchange Act or the Securities Act and, in the case of Parent and its Subsidiaries, with the AMF, in each case pursuant to applicable securities Laws, as applicable, since January 1December 31, 2021 (the “Applicable Date”) 2013 (the forms, schedules, prospectuses, statements, reports and documents so filed or furnished to the SEC since the Applicable Date and those filed or furnished to the SEC subsequent to the date of this Agreementby such Party, including any amendments thereto, such Party’s “Reports”). Each of such Party’s Reports, at the time of its filing or being furnished (andor if amended, in as of the case date of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelysuch amendment), complied, or if not yet filed or furnished, will comply complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActAct of 2002, applicable securities Laws, as applicable, and any rules and regulations promulgated thereunder applicable to the Reports. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreementamended, then as of the date of such filingamendment), such Party’s Reports did not, and any of such Party’s Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. No Subsidiary of such Party is subject to periodic reporting requirements of the Exchange Act other than as part of such Party’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, the Nasdaq, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (bii) Such Party is, and has been at all times since In the Applicable Date, in compliance in all material respects with the applicable listing and corporate governance rules and regulations case of the NYSE and Company, the Nasdaq, as applicable. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, neither such Party nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of such Party. (c) Since the Applicable Date, such Party has maintained Company maintains disclosure controls and procedures required by Rule 13a-15(e) 13a-15 or 15d-15(e) 15d-15 under the Exchange Act. In the case of Parent, Parent maintains disclosure controls and procedures that comply with all applicable AMF rules and regulations. Such disclosure controls and procedures are designed effective to ensure that material information relating to such Party, including its consolidated Subsidiaries, required to be disclosed in by such Party is recorded and reported on a timely basis to the individuals responsible for the preparation of the Party’s periodic and current reports under the Exchange Act is accumulated and communicated to such Party’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures Subsidiaries’ filings with the SEC and with the AMF, as required under the Exchange Act. The chief executive officer applicable, and chief financial officer of such Party have evaluated the effectiveness of such Party’s other public disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Report of such Party that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her 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 evaluationdocuments. (d) Such Party is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among such Party, 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 agreement described in Section 303(a)(4) of Regulation S-K promulgated under the Exchange Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, such Party in such Party’s consolidated financial statements. (eiii) Such Party maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such a system of internal control over financial reporting that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with with, in the case of the Company, United States generally accepted accounting principles (“GAAP”) and, in the case of Parent, International Financial Reporting Standards issued by the International Accounting Standards Board (“IFRS”) and includes policies and procedures that (iA) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of such Party, (iiB) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAPGAAP or IFRS, as applicable, and that receipts and expenditures of such Party are being made only in accordance with authorizations of management and directors of such Party, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such Party’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of such Party and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of such Party or a wholly owned Subsidiary of such Party or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, such Party’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (f) Since the Applicable Date, none of such Party’s auditors, such Party’s board of directors and the audit committee of the board of directors of such Party has received any oral or written notification of (i) any “significant deficiency” in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect such Party’s ability to record, process, summarize and report financial information and has identified for such Party’s auditors, such Party’s board of directors and the audit committee of the board of directors of such Party any “material weakness” in internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in such Party’s internal controls over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from such Party’s employees regarding questionable accounting or auditing matters, have been received by such Party. Since the Applicable Date, no attorney representing such Party or any of its Subsidiaries, whether or not employed by such Party or any of its Subsidiaries, has reported evidence of a material violation of securities Laws or breach of fiduciary duty or similar violation by such Party or any of its officers, directors, employees or agents to such Party’s chief legal officer, audit committee (or other committee designated for the purpose) pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or such Party’s policy contemplating such reporting, including in instances not required by those rules. Since the Applicable Date, any material change in internal control over financial reporting required to be disclosed in any Report has been so disclosed. (g) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to such Party’s Reports. To the Knowledge of such Party, none of such Party’s Reports is subject to ongoing review or outstanding SEC comment or investigation. Such Party has made available to the other Party true, correct and complete copies of all written correspondence between the SEC, on the one hand, and such Party and any of its Subsidiaries, on the other hand, with respect to open comments occurring since the Applicable Date.and

Reports; Internal Controls. (a) Such Party The Company has filed or furnished, as applicable, on a timely basis, all forms, schedules, prospectuses, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2021 2019 (the “Applicable Date”) (the forms, schedules, prospectuses, statements, reports and documents filed or furnished to the SEC since the Applicable Date and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, such Partythe Company’s “Reports”). Each of such Partythe Company’s Reports, at the time of its filing or being furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx Act”) and the rules and regulations thereunder. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then as of the date of such filing), such Partythe Company’s Reports did not, and any of such Partythe Company’s Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. No Subsidiary of such Party the Company is subject to periodic reporting requirements of the Exchange Act other than as part of such Partythe Company’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, the Nasdaq, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (b) Such Party The Company is, and has been at all times since the Applicable Date, in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE and the Nasdaq, as applicableNYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither such Party the Company nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of such Partythe Company. (c) Since the Applicable Date, such Party the Company has maintained disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are designed effective to ensure that information relating to such Party, including its consolidated Subsidiaries, required to be disclosed by the Company under the Exchange Act is recorded and reported within the time periods specified in the Exchange Act and all such Party’s periodic and current reports information required to be disclosed under the Exchange Act is accumulated and communicated to such Party’s chief executive officer and its chief financial officer by others within those entities the management of the Company, as appropriate, to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of such Party have evaluated the effectiveness of such Party’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Report of such Party that is a report on Form 10-K or Form 10-Q, or any amendment thereto, his or her 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 evaluationdisclosure. (d) Such Party The Company is not a party to, or has and does not have any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among such Partythe Company, 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 agreement arrangement described in Section 303(a)(4) of Regulation S-K promulgated under of the Exchange ActSEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, such Party the Company in such Partythe Company’s consolidated financial statements. (e) Such Party The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of such Party, (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 such Party the Company are being made only in accordance with authorizations of management and directors of such Party, the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such Partythe Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of such Party the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of such Party the Company or a wholly owned Subsidiary of such Party the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, such Partythe Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (f) Since the Applicable Date, none of such Partythe Company’s auditors, such Party’s board of directors the Company Board and the audit committee of the board of directors of such Party the Company has received any oral or written notification of (i) any “significant deficiency” in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect such Partythe Company’s ability to record, process, summarize and report financial information and has identified for such Partythe Company’s auditors, such Party’s board of directors the Company Board and the audit committee of the board of directors of such Party Company Board any “material weakness” in internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in such Partythe Company’s internal controls over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from such Partythe Company’s employees regarding questionable accounting or auditing matters, have been received by such Party. Since the Applicable Date, no attorney representing such Party or any of its Subsidiaries, whether or not employed by such Party or any of its Subsidiaries, has reported evidence of a material violation of securities Laws or breach of fiduciary duty or similar violation by such Party or any of its officers, directors, employees or agents to such Party’s chief legal officer, audit committee (or other committee designated for the purpose) pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or such Party’s policy contemplating such reporting, including in instances not required by those rules. Since the Applicable Date, any material change in internal control over financial reporting required to be disclosed in any Report has been so disclosedCompany. (g) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to such Party’s Reports. To the Knowledge of such Party, none of such Party’s Reports is subject to ongoing review or outstanding SEC comment or investigation. Such Party has made available to the other Party true, correct and complete copies of all written correspondence between the SEC, on the one hand, and such Party and any of its Subsidiaries, on the other hand, with respect to open comments occurring since the Applicable Date.