Common use of Sxxxxxxx-Xxxxx Compliance Clause in Contracts

Sxxxxxxx-Xxxxx Compliance. Except as disclosed in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus, the Company is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Effective Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable 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 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. 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 reports 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 Subsidiaries as of the end of the period covered by the Company’s most 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 Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and Subsidiaries that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting of the Company and Subsidiaries.

Sxxxxxxx-Xxxxx Compliance. Except as disclosed in the Registration Statement2.34.1 The Company, the Base Prospectuson a consolidated basis with its subsidiaries, any Prospectus Supplement or the Prospectus, the Company is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Effective Date. The Company and the Subsidiaries maintain maintains a system of “internal accounting controls sufficient control over financial reporting” (as defined under Rules 13a-15(f) and 15d-15 under the Exchange Act) that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, (1) to provide reasonable assurance that: (i) transactions are executed regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with management’s general or specific authorizationsgenerally accepted accounting principles, (ii2) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (3) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP generally accepted accounting principles, and to maintain asset accountability, (iii) access to assets is permitted that receipts and expenditures of the Company are being made only in accordance with management’s general or specific authorization, authorizations of management and directors of the Company; and (iv4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the recorded accountability for Company’s assets that could have a material effect on the financial statements; and such internal control over financial reporting is compared with effective as of the existing assets at reasonable intervals end of the Company’s most recently completed fiscal year. Since the date of the latest audited financial statements included in the Registration Statement, the Pricing Disclosure Package and appropriate action the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is taken with respect reasonably likely to any differences. materially affect, the Company’s internal control over financial reporting. 2.34.2 The Company has developed and Subsidiaries have established currently maintains disclosure controls and procedures (as defined in that will comply with Rule 13a-15 or 15d-15 under the Exchange Act Rules 13a-15(e) Regulations, and 15d-15(e)) for the Company and Subsidiaries and designed such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, 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 , that information required to be disclosed by the Company and Subsidiaries as of in the end of the period covered by the Company’s most recently filed periodic report reports that it files or submits under the Exchange Act (such dateis accumulated and communicated to the Company’s management, the “Evaluation Date”). The Company presented in including its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls principal executive and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over principal financial reporting (as such term is defined in the Exchange Act) of the Company and Subsidiaries that has materially affectedofficers, or is reasonably likely persons performing similar functions, as appropriate to materially affect, internal control over financial reporting of the Company and Subsidiariesallow timely decisions regarding required disclosure.

Sxxxxxxx-Xxxxx Compliance. Except as disclosed in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus, the The Company is in material compliance with all the provisions of the Sxxxxxxx-Xxxxx and all Exchange Act of 2002 which Regulations that are applicable to it as of the Effective Datedate of this Agreement. The Company and the Subsidiaries maintain 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 assurance that: 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 GAAP 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. The Company and Subsidiaries have established disclosure controls and procedures (Except 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 reports it files or submits under Registration Statement, the Exchange Act is recordedPricing Disclosure Package and the Prospectus, processed, summarized and reported, within the time periods specified there are no material weaknesses 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 Subsidiaries as of the end of the period covered by the Company’s most 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 Dateinternal control over financial reporting. Since the Evaluation Date, there have been no changes 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 (as such term is defined in that are reasonably likely to adversely affect the Exchange Act) ability of the Company to record, process, summarize and Subsidiaries 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 of the Company and Subsidiariesreporting.

Sxxxxxxx-Xxxxx Compliance. Except as disclosed in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus, the The Company is in material compliance with all the provisions of the Sxxxxxxx-Xxxxx Act of 2002 which and all Exchange Act Regulations that are applicable to it as of the Effective Datedate of this Agreement. The Company and the Subsidiaries maintain 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 sufficient that are designed to provide reasonable assurance that: 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 GAAP 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. The Company and Subsidiaries have established disclosure controls and procedures (Except 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 reports it files or submits under Registration Statement, the Exchange Act is recordedPricing Disclosure Package and the Prospectus, processed, summarized and reported, within the time periods specified there are no material weaknesses 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 Subsidiaries as of the end of the period covered by the Company’s most 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 Dateinternal control over financial reporting. Since the Evaluation Date, there have been no changes 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 (as such term is defined in that are reasonably likely to adversely affect the Exchange Act) ability of the Company to record, process, summarize and Subsidiaries 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 of the Company and Subsidiariesreporting.

Sxxxxxxx-Xxxxx Compliance. Except as disclosed in the Registration Statement2.34.1 The Company, the Base Prospectuson a consolidated basis with its subsidiaries, any Prospectus Supplement or the Prospectus, the Company is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Effective Date. The Company and the Subsidiaries maintain maintains a system of "internal accounting controls sufficient control over financial reporting" (as defined under Rules 13a-15(f) and 15d-15 under the Exchange Act) that has been designed by, or under the supervision of, the Company's principal executive and principal financial officers, or persons performing similar functions, (1) to provide reasonable assurance that: (i) transactions are executed regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with management’s general or specific authorizationsgenerally accepted accounting principles, (ii2) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (3) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP generally accepted accounting principles, and to maintain asset accountability, (iii) access to assets is permitted that receipts and expenditures of the Company are being made only in accordance with management’s general or specific authorization, authorizations of management and directors of the Company; and (iv4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the recorded accountability for Company’s assets that could have a material effect on the financial statements; and such internal control over financial reporting is compared with effective as of the existing assets at reasonable intervals end of the Company's most recently completed fiscal year. Since the date of the latest audited financial statements included in the Registration Statement, the Pricing Disclosure Package and appropriate action the Prospectus, there has been no change in the Company's internal control over financial reporting that has materially affected, or is taken with respect reasonably likely to any differences. materially affect, the Company's internal control over financial reporting. 2.34.2 The Company has developed and Subsidiaries have established currently maintains disclosure controls and procedures (as defined in that will comply with Rule 13a-15 or 15d-15 under the Exchange Act Rules 13a-15(e) Regulations, and 15d-15(e)) for the Company and Subsidiaries and designed such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s 's rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of , that information required to be disclosed by the Company and Subsidiaries as of in the end of the period covered by the Company’s most recently filed periodic report reports that it files or submits under the Exchange Act (such dateis accumulated and communicated to the Company’s management, the “Evaluation Date”). The Company presented in including its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls principal executive and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over principal financial reporting (as such term is defined in the Exchange Act) of the Company and Subsidiaries that has materially affectedofficers, or is reasonably likely persons performing similar functions, as appropriate to materially affect, internal control over financial reporting of the Company and Subsidiariesallow timely decisions regarding required disclosure.

Sxxxxxxx-Xxxxx Compliance. Except as disclosed (a) The financial statements of the Company, together with the related schedules and notes, that are incorporated by reference in the Registration StatementStatement and the Prospectus filed with the Commission on December 24, 2003, as amended: (i) present fairly, in all material respects, the Base Prospectusfinancial position of the Company as of the dates indicated and the results of operations and cash flows of the Company for the periods specified; (ii) have been prepared in compliance with requirements of the Exchange Act and in conformity with generally accepted accounting principles in the United States applied on a consistent basis during the periods presented and the schedules included in the Registration Statement present fairly, any in all material respects, the information required to be stated therein; and (iii) comply with the antifraud provisions of the Federal securities laws. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement and the Prospectus Supplement that are not included as required by the Securities Act. All non-GAAP financial measures included or incorporated by reference in the Registration Statement or the ProspectusProspectus comply in all material respects with the applicable requirements of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and the rules and regulations promulgated by the Commission thereunder. (b) The Company’s Board of Directors has validly appointed an Audit Committee whose composition satisfies the requirements of Rule 4350A(d)(2) of the Rules of the National Association of Securities Dealers, Inc. (the “NASD Rules”) and the (1) of the NASD Rules. (c) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and principal financial officer by others within the Company. As of the end of the Company’s last completed fiscal quarter, such disclosure controls and procedures were effective to perform the functions for which they were established, and the Company will use commercially reasonable efforts to ensure that the Company’s disclosure controls and procedures remain effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability 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 controls over financial reporting. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no changes in internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The principal executive officer and the principal financial officers of the Company have made all certifications required by the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the Commission thereunder, and the statements contained in any such certification are complete and correct. The Company is in compliance in all material compliance respects with all provisions of the Sxxxxxxx-Xxxxx Act that are effective and applicable to the Company, except for the requirements of 2002 the Sxxxxxxx-Xxxxx Act which are applicable not yet required to it as of be complied with by the Effective DateCompany. The Company has established procedures to implement timely additional rules and the Subsidiaries maintain a system of internal accounting controls sufficient regulations applicable to provide reasonable 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 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. 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 may be disclosed promulgated by the Company in Commission pursuant to the reports 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 Subsidiaries as of the end of the period covered by the Company’s most 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 Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Sxxxxxxx-Xxxxx Act) of the Company and Subsidiaries that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting of the Company and Subsidiaries.

Sxxxxxxx-Xxxxx Compliance. Except as disclosed The Company and the Subsidiaries are in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus, the Company is in material compliance with any and all provisions applicable requirements of the Sxxxxxxx-Xxxxx Act of 2002 which (the “Sxxxxxxx-Xxxxx Act”) that are applicable to it effective as of the Effective Datedate hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable 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 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. 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 reports 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 Company’s most 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 Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that has have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Sxxxxxxx-Xxxxx Compliance. Except as disclosed The Company and the Subsidiaries are in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus, the Company is in material compliance with any and all provisions applicable requirements of the Sxxxxxxx-Xxxxx Act of 2002 which 2002, that are applicable to it effective as of the Effective Datedate hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable 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 GAAP 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. 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 reports 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 Company’s most 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 Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that has have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.