Common use of SEC Documents; Internal Controls Clause in Contracts

SEC Documents; Internal Controls. (a) Since January 1, 2019, all reports, including but not limited to the Annual Reports on Form 20-F and the Reports on Form 6-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI or any NMCI Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI SEC Reports”). Each of the NMCI SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Date. (b) NMCI makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQ. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCI’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCI’s auditors and the audit committee of the NMCI Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCI’s ability to record, process, summarize and report financial data and have identified for NMCI’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCI’s internal controls. (c) Since January 1, 2019, the principal executive officer and principal financial officer of the NMCI General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge of any material weakness in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192016, all reports, including but not limited to the Annual Reports on Form 20-F F, and the Reports on Form 6-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI Parent or any NMCI Parent Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI Parent SEC Reports”). Each of the NMCI Parent SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI Parent SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI Parent SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Date. (b) NMCI Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI 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) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIParent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIParent’s auditors and the audit committee of the NMCI Parent Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIParent’s ability to record, process, summarize and report financial data and have identified for NMCIParent’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIParent’s internal controls. (c) Since January 1, 20192016, the principal executive officer and principal financial officer of the NMCI General Partner Parent have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a Parent SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge of any material weakness in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192016, all reports, including but not limited to the Annual Reports on Form 20-F and the Reports on Form 6-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI NAP or any NMCI NAP Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI NAP SEC Reports”). Each of the NMCI NAP SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI NAP SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI NAP SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Date. (b) NMCI NAP makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI NAP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI NAP in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCINAP General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCINAP’s auditors and the audit committee of the NMCI NAP Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCINAP’s ability to record, process, summarize and report financial data and have identified for NMCINAP’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCINAP’s internal controls. (c) Since January 1, 20192016, the principal executive officer and principal financial officer of the NMCI NAP General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a NAP SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge of any material weakness in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 2019, all reports, including but not limited to the Annual Reports on Form 20-F F, and the Reports on Form 6-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI Parent or any NMCI Parent Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI Parent SEC Reports”). Each of the NMCI Parent SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI Parent SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI Parent SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Date. (b) NMCI Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI 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) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIParent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIParent’s auditors and the audit committee of the NMCI Parent Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIParent’s ability to record, process, summarize and report financial data and have identified for NMCIParent’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIParent’s internal controls. (c) Since January 1, 2019, the principal executive officer and principal financial officer of the NMCI General Partner Parent have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a Parent SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge of any material weakness in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192012, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI WPZ or any NMCI WPZ Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI WPZ SEC Reports”). Each of the NMCI WPZ SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI WPZ SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI WPZ SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of Xxxxxxxx, as to which WPZ makes no representation or warranty. (b) NMCI No WPZ Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the WPZ SEC Reports. No enforcement action has been initiated against WPZ relating to disclosures contained or omitted from any WPZ SEC Report. (c) WPZ makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI WPZ has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI WPZ in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIWPZ General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIWPZ’s auditors and the audit committee of the NMCI WPZ Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIWPZ’s ability to record, process, summarize and report financial data and have identified for NMCIWPZ’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIWPZ’s internal controls. (cd) Since January 1, 20192012, the principal executive officer and principal financial officer of the NMCI WPZ General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a WPZ SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192017, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI DM or any NMCI DM Subsidiary with or to the SEC (the “DM SEC Reports”) have been filed or will furnished. For a period of at least twelve calendar months immediately prior to the Execution Date, all DM SEC Reports have been filed in a timely manner. The DM SEC Reports shall not include any reports required to be timely filed or furnished (the “NMCI SEC Reports”)by any entity prior to such entity becoming a DM Subsidiary. Each of the NMCI DM SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI DM SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI DM SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of Parent, as to which DM makes no representation or warranty. (b) NMCI Except as set forth on Section 3.5(b) of the DM Disclosure Letter, no DM Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the DM SEC Reports. No enforcement action has been initiated against DM relating to disclosures contained or omitted from any DM SEC Report. (c) DM makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI DM has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI DM in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIDM General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIDM’s auditors and the audit committee of the NMCI DM Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIDM’s ability to record, process, summarize and report financial data and have identified for NMCIDM’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIDM’s internal controls. (cd) Since January 1, 20192017, the principal executive officer and principal financial officer of the NMCI DM General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a DM SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192017, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI Parent or any NMCI Parent Subsidiary with or to the SEC (the “Parent SEC Reports”) have been or will be timely filed or furnished. For a period of at least twelve calendar months immediately prior to the Execution Date, all Parent SEC Reports have been filed in a timely manner. The Parent SEC Reports shall not include any reports required to be filed or furnished (the “NMCI SEC Reports”)by any entity prior to such entity becoming a Parent Subsidiary. Each of the NMCI Parent SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI Parent SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI Parent SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of DM, as to which Parent makes no representation or warranty. (b) NMCI There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent SEC Reports. No enforcement action has been initiated against Parent relating to disclosures contained or omitted from any Parent SEC Report. (c) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI 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) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIParent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIParent’s auditors and the audit committee of the NMCI Parent Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIParent’s ability to record, process, summarize and report financial data and have identified for NMCIParent’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIParent’s internal controls. (cd) Since January 1, 20192017, the principal executive officer and principal financial officer of the NMCI General Partner Parent have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities Parent or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a Parent SEC Report filed with the SEC prior to the Execution Date, none of such entities Parent has any knowledge no Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192012, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI ACMP or any NMCI ACMP Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI ACMP SEC Reports”). Each of the NMCI ACMP SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI ACMP SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI ACMP SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of Xxxxxxxx, as to which ACMP makes no representation or warranty. (b) NMCI No ACMP Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the ACMP SEC Reports. No enforcement action has been initiated against ACMP relating to disclosures contained or omitted from any ACMP SEC Report. (c) ACMP makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI ACMP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI ACMP in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIACMP General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIACMP’s auditors and the audit committee of the NMCI ACMP Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIACMP’s ability to record, process, summarize and report financial data and have identified for NMCIACMP’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIACMP’s internal controls. (cd) Since January 1, 20192012, the principal executive officer and principal financial officer of the NMCI ACMP General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI ACMP SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192013, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-K (whether filed Q and the Current Reports on a voluntary basis or otherwise)Form 8‑K, forms, schedules, certificationsstatements, prospectuses, registration statements exhibits and other documents required to be filed or furnished by NMCI or any NMCI Subsidiary TLLP, with or to the SEC have been or will be timely filed or furnished (the “NMCI TLLP SEC Reports”). Each of the NMCI TLLP SEC Reports (i) complied or will comply in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI TLLP SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Datedate hereof. (b) NMCI No TLLP Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the TLLP SEC Reports. No enforcement action has been initiated against TLLP relating to disclosures contained or omitted from any TLLP SEC Report. (c) TLLP makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, case as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI TLLP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI TLLP in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCI’s principal executive officer disclosure and its principal financial officer have disclosedto make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, based on their most recent evaluationas amended, to NMCI’s auditors and the audit committee of rules and regulations promulgated thereunder (the NMCI Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCI’s ability to record, process, summarize and report financial data and have identified for NMCI’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCI’s internal controls“Xxxxxxxx-Xxxxx Act”). (cd) Since January 1, 2019, the The principal executive officer and principal financial officer of the NMCI TLLP General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Datedate hereof, and except as disclosed in an NMCI a TLLP SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192013, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-K (whether filed Q and the Current Reports on a voluntary basis or otherwise)Form 8‑K, forms, schedules, certificationsstatements, prospectuses, registration statements exhibits and other documents required to be filed or furnished by NMCI or any NMCI Subsidiary QEPM, with or to the SEC have been or will be timely filed or furnished (the “NMCI QEPM SEC Reports”). Each of the NMCI QEPM SEC Reports (i) complied or will comply in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI QEPM SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Datedate hereof. (b) NMCI No QEPM Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the QEPM SEC Reports. No enforcement action has been initiated against QEPM relating to disclosures contained or omitted from any QEPM SEC Report. (c) QEPM makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, case as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI QEPM has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI QEPM in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCI’s principal executive officer disclosure and its principal financial officer have disclosed, based on their most recent evaluation, to NMCI’s auditors make the certifications required pursuant to Sections 302 and the audit committee 906 of the NMCI Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCI’s ability to record, process, summarize and report financial data and have identified for NMCI’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCI’s internal controlsXxxxxxxx-Xxxxx Act. (cd) Since January 1, 2019, the The principal executive officer and principal financial officer of the NMCI QEPM General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Datedate hereof, and except as disclosed in an NMCI a QEPM SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192015, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI MLP or any NMCI MLP Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI MLP SEC Reports”). Each of the NMCI MLP SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI MLP SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI MLP SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of Parent, as to which MLP makes no representation or warranty. (b) NMCI No MLP Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the MLP SEC Reports. No enforcement action has been initiated against MLP relating to disclosures contained or omitted from any MLP SEC Report. (c) MLP makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI MLP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI MLP in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCI’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCI’s auditors and the audit committee of the NMCI Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCI’s ability to record, process, summarize and report financial data and have identified for NMCI’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCI’s internal controls. (cd) Since January 1, 20192015, the principal executive officer and principal financial officer of the NMCI MLP General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correctcorrect in all material respects, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI MLP SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192015, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI Parent or any NMCI Parent Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI Parent SEC Reports”). Each of the NMCI Parent SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI Parent SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI Parent SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of MLP, as to which Parent makes no representation or warranty. (b) NMCI Except for Delek Logistics Partners, LP, no Parent Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent SEC Reports. No enforcement action has been initiated against Parent relating to disclosures contained or omitted from any Parent SEC Report. (c) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI 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) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCI’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCI’s auditors and the audit committee of the NMCI Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCI’s ability to record, process, summarize and report financial data and have identified for NMCI’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCI’s internal controls. (cd) Since January 1, 20192015, the principal executive officer and principal financial officer of the NMCI General Partner Parent have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correctcorrect in all material respects, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a Parent SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192020, all reports, including but not limited to the Annual Reports on Form 20-F and the Reports on Form 6-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI NNA or any NMCI NNA Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI NNA SEC Reports”). Each of the NMCI NNA SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI NNA SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI NNA SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Date. (b) NMCI NNA makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI NNA has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI NNA in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCINNA’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCINNA’s auditors and the audit committee of the NMCI NNA Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCINNA’s ability to record, process, summarize and report financial data and have identified for NMCINNA’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCINNA’s internal controls. (c) Since January 1, 2019, the principal executive officer and principal financial officer of the NMCI General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge of any material weakness in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since Except as set forth on Section 4.5(a) of the Parent Disclosure Letter, since January 1, 20192013, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI Parent or any NMCI Parent Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI Parent SEC Reports”). Each of the NMCI Parent SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI Parent SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI Parent SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of WPZ, as to which Parent makes no representation or warranty. (b) NMCI No Parent Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent SEC Reports. No enforcement action has been initiated against Parent relating to disclosures contained or omitted from any Parent SEC Report. (c) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI 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) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIParent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIParent’s auditors and the audit committee of the NMCI Parent Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIParent’s ability to record, process, summarize and report financial data and have identified for NMCIParent’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIParent’s internal controls. (cd) Since January 1, 20192013, the principal executive officer and principal financial officer of the NMCI General Partner Parent have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a Parent SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192016, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI WPZ or any NMCI WPZ Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI WPZ SEC Reports”). Each of the NMCI WPZ SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI WPZ SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI WPZ SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of Parent, as to which WPZ makes no representation or warranty. (b) NMCI Except as set forth on Section 3.5(b) of the WPZ Disclosure Letter, no WPZ Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the WPZ SEC Reports. No enforcement action has been initiated against WPZ relating to disclosures contained or omitted from any WPZ SEC Report. (c) WPZ makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI WPZ has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI WPZ in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIWPZ General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIWPZ’s auditors and the audit committee of the NMCI WPZ Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIWPZ’s ability to record, process, summarize and report financial data and have identified for NMCIWPZ’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIWPZ’s internal controls. (cd) Since January 1, 20192016, the principal executive officer and principal financial officer of the NMCI WPZ General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a WPZ SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192015, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI Parent or any NMCI Parent Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI Parent SEC Reports”). Each of the NMCI Parent SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI Parent SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI Parent SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of RRMS, as to which Parent makes no representation or warranty. (b) NMCI No Parent Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent SEC Reports. No enforcement action has been initiated against Parent relating to disclosures contained or omitted from any Parent SEC Report. (c) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI 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) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIParent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIParent’s auditors and the audit committee of the NMCI Parent Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIParent’s ability to record, process, summarize and report financial data and have identified for NMCIParent’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIParent’s internal controls. (cd) Since January 1, 20192015, the principal executive officer and principal financial officer of the NMCI General Partner Parent have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a Parent SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 2019, The Company has filed all reports, including but not limited to the Annual Reports on Form 20-F and the Reports on Form 6-K (whether filed on a voluntary basis or otherwise)proxy statements, forms, schedules, certifications, prospectuses, registration statements forms and other documents required to be filed or furnished by NMCI or any NMCI Subsidiary it with or to the SEC have been or will be timely filed or furnished Securities and Exchange Commission (“SEC”) since January 1, 2004 (the “NMCI Company SEC ReportsDocuments”). Each As of their respective dates, and giving effect to any amendments thereto filed with the NMCI SEC Reports prior to the date hereof, (i) the Company SEC Documents complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the applicable rules and regulations of the SEC promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI SEC Reports that are registration statements filed pursuant to the requirements none of the Securities Act) and as of its filing date did not contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Date. (b) NMCI makes and keeps booksTo the Company’s Knowledge, recordsthere are no material amendments or modifications to any Company SEC Documents filed prior to the date of this Agreement, which are or will be required to be filed with the SEC, but have not yet been filed with the SEC. The Company has timely responded to all comment letters of the Staff of the SEC relating to the Company SEC Documents filed prior to the date of this Agreement, and accounts the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. The Company has heretofore made available to Buyer true, correct and complete copies of all correspondence the Company has devised and had with the SEC since January 1, 2004. To the Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review. (c) The Company maintains a system of internal controls, accounting controls with regard to the Company and its Subsidiaries which is sufficient to provide reasonable assurance that (i) transactions are executed in each case, accordance with management’s general or specific authorizations; (ii) transactions are recorded as required pursuant necessary to Section 13(b)(2permit preparation of financial statements in conformity with GAAP; (iii) under the Exchange Act. NMCI has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined access to assets is permitted in paragraphs (e) accordance with management’s general or specific authorization; and (f), respectively, of Rule 13a-15 under iv) the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQ. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information recorded accountability for assets is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCI’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCI’s auditors and the audit committee of the NMCI Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCI’s ability to record, process, summarize and report financial data and have identified for NMCI’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCI’s internal controls. (c) Since January 1, 2019, the principal executive officer and principal financial officer of the NMCI General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI SEC Report filed compared with the SEC prior existing assets at reasonable intervals and appropriate action is taken with respect to the Execution Date, none of such entities has any knowledge of any material weakness in the design or operation of such internal controls over financial reportingdifferences.

SEC Documents; Internal Controls. (a) Since January 1, 20192007, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-K (whether filed Q and the Current Reports on a voluntary basis or otherwise)Form 8-K, forms, schedules, certificationsstatements, prospectuses, registration statements exhibits and other documents required to be filed or furnished by NMCI or any NMCI Subsidiary WPZ, NWP, and Transco, respectively, with or to the SEC SEC, as applicable, pursuant to the Exchange Act have been or will be timely filed or furnished (the “NMCI WPZ SEC Reports”). Each of the NMCI WPZ SEC Reports (i) complied or will comply in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI WPZ SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Datedate hereof. (b) NMCI Other than NWP and Transco, no WPZ Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the WPZ SEC Reports. No enforcement action has been initiated against WPZ, NWP or Transco relating to disclosures contained or omitted from any WPZ SEC Report. (c) Each of WPZ, NWP and Transco makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, case as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI Each of WPZ, NWP and Transco has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI each of WPZ, NWP and Transco in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCI’s principal executive officer disclosure and its principal financial officer have disclosedto make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, based on their most recent evaluationas amended, to NMCI’s auditors and the audit committee of rules and regulations promulgated thereunder (the NMCI Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCI’s ability to record, process, summarize and report financial data and have identified for NMCI’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCI’s internal controls“Xxxxxxxx-Xxxxx Act”). (cd) Since January 1, 20192007, the principal executive officer and principal financial officer of the NMCI each of WPZ General Partner Partner, NWP and Transco have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Datedate hereof, and except as disclosed in an NMCI SEC Report filed with the SEC prior to Annual Reports on Form 10-K for the Execution Datefiscal year ended December 31, 2009 and the Quarterly Reports on Form 10-Q for the quarter ended March 31, 2009 for any of WPZ, NWP or Transco, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192018, all reports, including but not limited to the Annual Reports on Form 20-F and the Reports on Form 6-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI BNL or any NMCI BNL Subsidiary with or to the SEC (whether filed on a voluntary basis or otherwise) have been or will be timely filed or furnished (the “NMCI BNL SEC Reports”). Each of the NMCI BNL SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI BNL SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI BNL SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Datedate hereof. (b) NMCI BNL makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI BNL has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQAct. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI BNL in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIBNL’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIBNL’s auditors and the audit committee of the NMCI Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCI’s ability to record, process, summarize and report financial data and have identified for NMCI’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCI’s internal controls. (c) Since January 1, 2019, the principal executive officer and principal financial officer of the NMCI General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge of any material weakness in the design or operation of such internal controls over financial reporting.BNL Board

SEC Documents; Internal Controls. (a) Since January 1, 20192012, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610- Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI ACMP or any NMCI ACMP Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI ACMP SEC Reports”). Each of the NMCI ACMP SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI ACMP SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI ACMP SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of Xxxxxxxx, as to which ACMP makes no representation or warranty. (b) NMCI No ACMP Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the ACMP SEC Reports. No enforcement action has been initiated against ACMP relating to disclosures contained or omitted from any ACMP SEC Report. (c) ACMP makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI ACMP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI ACMP in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIACMP General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIACMP’s auditors and the audit committee of the NMCI ACMP Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIACMP’s ability to record, process, summarize and report financial data and have identified for NMCIACMP’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIACMP’s internal controls. (cd) Since January 1, 20192012, the principal executive officer and principal financial officer of the NMCI ACMP General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI ACMP SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192016, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI Parent or any NMCI Parent Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI Parent SEC Reports”). Each of the NMCI Parent SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI Parent SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI Parent SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of WPZ, as to which Parent makes no representation or warranty. (b) NMCI No Parent Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent SEC Reports. No enforcement action has been initiated against Parent relating to disclosures contained or omitted from any Parent SEC Report. (c) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI 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) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIParent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIParent’s auditors and the audit committee of the NMCI Parent Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIParent’s ability to record, process, summarize and report financial data and have identified for NMCIParent’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIParent’s internal controls. (cd) Since January 1, 20192016, the principal executive officer and principal financial officer of the NMCI General Partner Parent have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a Parent SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192007, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-K (whether filed Q and the Current Reports on a voluntary basis or otherwise)Form 8-K, forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI or any NMCI Subsidiary Xxxxxxxx, NWP, Transco and WMZ, respectively, with or to the SEC SEC, as applicable, pursuant to the Exchange Act have been or will be timely filed or furnished (the “NMCI SEC Reports”). Each of the NMCI The SEC Reports (i) complied or will comply in all material respects with the requirements of applicable Applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)thereunder), and (ii) as of its effective date (in the case of NMCI SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any NMCI SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Datedate hereof; provided, that with respect to the SEC Reports filed or to be filed by Xxxxxxxx, such representation in clause (ii) applies only to the Transferred Businesses and the Transferred Assets. (b) NMCI makes Other than NWP and keeps booksTransco, recordsno Contributing Party or Contributed Entity is required to file reports, and accounts and has devised and maintains a system of internal controls, in each case, as required forms or other documents with the SEC pursuant to Section 13(b)(2) under the Exchange Act. NMCI There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the SEC Reports. No enforcement action has been initiated against Xxxxxxxx, NWP, Transco or WMZ relating to disclosures contained or omitted from any SEC Report. (c) Each of Xxxxxxxx, NWP, Transco and WMZ has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI each of Xxxxxxxx, NWP, Transco and WMZ in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCI’s principal executive officer disclosure and its principal financial officer have disclosed, based on their most recent evaluation, to NMCI’s auditors make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the audit committee of rules and regulations promulgated thereunder (the NMCI Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCI’s ability to record, process, summarize and report financial data and have identified for NMCI’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCI’s internal controls“Xxxxxxxx-Xxxxx Act”). (cd) Since January 1, 20192007, the principal executive officer and principal financial officer of the NMCI General Partner each of Xxxxxxxx, NWP, Transco and WMZ have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity governmental authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI SEC Report filed with the SEC prior to the Execution Datedate hereof, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reportingreporting or has any reason to believe that its auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act in connection with the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

SEC Documents; Internal Controls. (a) Since January 1, 20192015, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI RRMS or any NMCI RRMS Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI RRMS SEC Reports”). Each of the NMCI RRMS SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI RRMS SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI RRMS SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of Parent, as to which RRMS makes no representation or warranty. (b) NMCI No RRMS Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the RRMS SEC Reports. No enforcement action has been initiated against RRMS relating to disclosures contained or omitted from any RRMS SEC Report. (c) RRMS makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI RRMS has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI RRMS in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIRRMS General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIRRMS’s auditors and the audit committee of the NMCI RRMS Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIRRMS’s ability to record, process, summarize and report financial data and have identified for NMCIRRMS’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIRRMS’s internal controls. (cd) Since January 1, 20192015, the principal executive officer and principal financial officer of the NMCI RRMS General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a RRMS SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192012, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610- Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI WPZ or any NMCI WPZ Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI WPZ SEC Reports”). Each of the NMCI WPZ SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI WPZ SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI WPZ SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of Xxxxxxxx, as to which WPZ makes no representation or warranty. (b) NMCI No WPZ Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the WPZ SEC Reports. No enforcement action has been initiated against WPZ relating to disclosures contained or omitted from any WPZ SEC Report. (c) WPZ makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI WPZ has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI WPZ in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIWPZ General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIWPZ’s auditors and the audit committee of the NMCI WPZ Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIWPZ’s ability to record, process, summarize and report financial data and have identified for NMCIWPZ’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIWPZ’s internal controls. (cd) Since January 1, 20192012, the principal executive officer and principal financial officer of the NMCI WPZ General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a WPZ SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192013, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI WPZ or any NMCI WPZ Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI WPZ SEC Reports”). Each of the NMCI WPZ SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI WPZ SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI WPZ SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of Xxxxxxxx, as to which WPZ makes no representation or warranty. (b) NMCI No WPZ Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the WPZ SEC Reports. No enforcement action has been initiated against WPZ relating to disclosures contained or omitted from any WPZ SEC Report. (c) WPZ makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI WPZ has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI WPZ in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIWPZ General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIWPZ’s auditors and the audit committee of the NMCI WPZ Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIWPZ’s ability to record, process, summarize and report financial data and have identified for NMCIWPZ’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIWPZ’s internal controls. (cd) Since January 1, 20192013, the principal executive officer and principal financial officer of the NMCI WPZ General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a WPZ SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.

SEC Documents; Internal Controls. (a) Since January 1, 20192015, all reports, including but not limited to the Annual Reports on Form 2010-F and K, the Quarterly Reports on Form 610- Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by NMCI RRMS or any NMCI RRMS Subsidiary with or to the SEC have been or will be timely filed or furnished (the “NMCI RRMS SEC Reports”). Each of the NMCI RRMS SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)), and (ii) as of its effective date (in the case of NMCI RRMS SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any NMCI RRMS SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution DateDate or (y) with respect to information supplied in writing by or on behalf of Parent, as to which RRMS makes no representation or warranty. (b) NMCI No RRMS Subsidiary is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the RRMS SEC Reports. No enforcement action has been initiated against RRMS relating to disclosures contained or omitted from any RRMS SEC Report. (c) RRMS makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. NMCI RRMS has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NASDAQNYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NMCI RRMS in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. NMCIRRMS General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to NMCIRRMS’s auditors and the audit committee of the NMCI RRMS Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect NMCIRRMS’s ability to record, process, summarize and report financial data and have identified for NMCIRRMS’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in NMCIRRMS’s internal controls. (cd) Since January 1, 20192015, the principal executive officer and principal financial officer of the NMCI RRMS General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledgeKnowledge) required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and none of such entities or its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the Execution Date, and except as disclosed in an NMCI a RRMS SEC Report filed with the SEC prior to the Execution Date, none of such entities has any knowledge Knowledge of any material weakness weaknesses in the design or operation of such internal controls over financial reporting.