Common use of Sxxxxxxx-Xxxxx Compliance Clause in Contracts

Sxxxxxxx-Xxxxx Compliance. The Company is in compliance with the provisions of Sxxxxxxx-Xxxxx and all Exchange Act Regulations that are applicable to it as of the date of this Agreement. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls that are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting. Since the date of the latest audited financial statements included in the Pricing Disclosure Package and the Prospectus, (a) the Company has not been advised in writing of: (i) any significant deficiencies and/or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and (b) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Sxxxxxxx-Xxxxx Compliance. The Except as disclosed in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus, the Company is in material compliance with the all provisions of the Sxxxxxxx-Xxxxx and all Exchange Act Regulations that of 2002 which are applicable to it as of the date of this AgreementEffective Date. The Company maintains and the Subsidiaries maintain a system of internal controls, including, but not limited to, disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls that are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Company and Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the Registration Statementreports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the Pricing Disclosure Package time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the Prospectus, there are no material weaknesses in effectiveness of the disclosure controls and procedures of the Company and Subsidiaries as of the end of the period covered by the Company’s internal control over financial reportingmost recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the date of the latest audited financial statements included Evaluation Date, there have been no changes in the Pricing Disclosure Package and the Prospectus, (a) the Company has not been advised in writing of: (i) any significant deficiencies and/or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect (as such term is defined in the ability Exchange Act) of the Company to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and (b) there has been no change in the Company’s internal control over financial reporting Subsidiaries that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting of the Company and Subsidiaries.

Sxxxxxxx-Xxxxx Compliance. The Company is and the Subsidiaries are in compliance with any and all applicable requirements of the provisions of Sxxxxxxx-Xxxxx and all Exchange Act Regulations of 2002 (the “Sxxxxxxx-Xxxxx Act”) that are applicable to it effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of this Agreementthe date hereof. The Company maintains and the Subsidiaries maintain a system of internal controls, including, but not limited to, disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls that are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the Registration Statementreports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Pricing Disclosure Package “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Prospectus, there are no material weaknesses in the Company’s internal control over financial reportingEvaluation Date. Since the date of the latest audited financial statements included Evaluation Date, there have been no changes in the Pricing Disclosure Package and the Prospectus, (a) the Company has not been advised in writing of: (i) any significant deficiencies and/or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect (as such term is defined in the ability Exchange Act) of the Company to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, its Subsidiaries that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and (b) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting of the Company and its Subsidiaries.

Sxxxxxxx-Xxxxx Compliance. The Company is and the Subsidiaries are in compliance with any and all applicable requirements of the provisions of Sxxxxxxx-Xxxxx and all Exchange Act Regulations of 2002, that are applicable to it effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of this Agreementthe date hereof. The Company maintains and the Subsidiaries maintain a system of internal controls, including, but not limited to, disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls that are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the Registration Statementreports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Pricing Disclosure Package “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Prospectus, there are no material weaknesses in the Company’s internal control over financial reportingEvaluation Date. Since the date of the latest audited financial statements included Evaluation Date, there have been no changes in the Pricing Disclosure Package and the Prospectus, (a) the Company has not been advised in writing of: (i) any significant deficiencies and/or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect (as such term is defined in the ability Exchange Act) of the Company to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, its Subsidiaries that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and (b) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting of the Company and its Subsidiaries.

Sxxxxxxx-Xxxxx Compliance. The Company is in compliance with the provisions of Sxxxxxxx-Xxxxx Act and all Exchange Act Regulations that are applicable to it as of the date of this Agreement. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls that are sufficient designed to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting. Since the date of the latest audited financial statements included in the Pricing Disclosure Package and the Prospectus, (a) the Company has not been advised in writing of: (i) any significant deficiencies and/or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and (b) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.