Common use of Xxxxxxxx-Xxxxx; Internal Accounting Controls Clause in Contracts

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC Reports, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate of the Commitment Closing. The Company and the Subsidiaries each Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date of the 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 Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal accounting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or its disclosure controls and procedures or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controlsaccounting controls or its disclosure controls and procedures.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Effective Date. The Company and the Subsidiaries each Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date of the 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 Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since Except as set forth on Section 2.18 to the Disclosure Schedules, since the Evaluation Date, there have been no significant changes in the Company's ’s internal accounting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or its disclosure controls and procedures or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controlsaccounting controls or its disclosure controls and procedures.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date, except where the failure to be in compliance would not result in a Material Adverse Effect. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in To the SEC ReportsCompany's knowledge, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Effective Date and the Closing Date. The Company and the Subsidiaries each Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date of the 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 Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal accounting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or its disclosure controls and procedures or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controlsaccounting controls or its disclosure controls and procedures.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it the Company as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company is in material compliance with all provisions of Company, the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of Subsidiaries, the Closing Date. The Company VIEs and the VIE 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 has have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company Company, the Subsidiaries, the VIEs and the VIE Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures of the Company, the Subsidiaries, the VIEs and the VIE Subsidiaries as of the date prior to end of the filing date of period covered by the 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 significant changes in the Company's internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to of the Company's knowledge, in other factors the Subsidiaries, the VIEs and the VIE Subsidiaries that could significantly affect have materially affected, or is reasonably likely to materially affect, the Company's internal controlscontrol over financial reporting of the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with any and all provisions applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 which 2002, as amended, that are applicable to it effective as of the Closing 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 maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures of the Company as of the date prior to end of the filing date of period covered by the 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 significant changes in the Company's internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orof the Company that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate of the Commitment Closing. 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient in all material respects to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the each Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in all material respects in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of both the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially adversely affected, or is reasonably likely to materially adversely affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC Reports, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Dateit. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 which that are applicable to it effective as of the Closing Datedate hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating 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 SEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company, including its Subsidiaries, is made known to ’s disclosure controls and procedures as of the certifying officers by others within those entities, particularly during end of the period in which covered by the Company's ’s most recently filed periodic report under the Exchange Act. For the avoidance of doubt, as the case may beforegoing is qualified by, is being prepared. The Company's certifying officers have evaluated and should be read in conjunction with, the effectiveness Company SEC Documents, including Item 9A of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation SForm 10-K under for the Exchange Act) orfiscal year ended July 31, to 2012 filed with the Company's knowledgeSEC on January 11, in other factors that could significantly affect the Company's internal controls2013.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate of the Commitment Closing. 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all required provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Initial Closing Date and each Settlement Date. The Except as disclosed in the SEC Reports, (1) 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 ’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 ’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 ; (2) the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the "“Evaluation Date"”). The ; (3) 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 ; and (4) since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Except as set forth on Schedule 3.1(r), 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Except as disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 Except as disclosed in the SEC Reports, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate of the Commitment Closing. 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 Except as disclosed in the SEC Reports, since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which that are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate of the Commitment Closing. 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls. We need to see where we are here.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which that are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (ia) transactions are executed in accordance with management's ’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, (iiic) access to assets is permitted only in accordance with management's ’s general or specific authorization, and (ivd) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (e) financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles are reliable. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the knowledge of the Company's knowledge, in other factors that could significantly would materially affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company has at all times been and currently is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain believes that it maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could would significantly adversely affect the Company's ’s internal controls. As of the date of this Agreement, the Company has not determined, nor has it been advised in writing by its independent accounting firm, at any time after December 31, 2005 through the date of this Agreement, that there are any material weaknesses in the Company’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 If applicable to the Company on the date hereof, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e13a−15(e) and 15d-15(e15d−15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may betime periods specified in the Commission’s rules and forms. If applicable to the Company on the date hereof, is being prepared. The the Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Except as set forth on Schedule 3.1(r) attached hereto, 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which 2002, that are applicable to it as of the Closing Datedate of the Commitment Closing. The Company and the Subsidiaries each Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report SEC Report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date of the most recently filed periodic report SEC Report under the Exchange Act (such date, the "“Evaluation Date"”). The Company presented in its most recently filed periodic report SEC Report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal accounting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or its disclosure controls and procedures or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controlsaccounting controls or its disclosure controls and procedures.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate of the Commitment Closing. The Company and the Subsidiaries each Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC ReportsTo its knowledge, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the a date prior to the filing date of the 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 Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(bRules 13a-15(f) of Regulation S-K and 15d-15(f) under the Exchange Act) orthat have materially affected, or are reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC Reports, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which that are applicable to it it. Except as of set forth in the Closing Date. The SEC Reports, 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 ’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 ’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 Except as set forth in the SEC Reports, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in all material respects in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Initial Closing Date and each Settlement Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially adversely affected, or is reasonably likely to materially adversely affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls that, in the judgment of the Board of Directors or the Company’s audit committee, are sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC ReportsSchedule 3.1(r), the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate hereof. The Company and the Subsidiaries each Subsidiary maintain a system of “internal accounting controls control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 each of the SEC Reports, the Company is not aware of any material weakness or significant deficiency in the Company’s or any Subsidiary’s internal controls. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Except as disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the best knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reportsset forth on Schedule 3.1(r), the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Except as noted on Schedule 3.1(r), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 Except as noted on Schedule 3.1(r), the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 Except as noted in Schedule 3.1(r), since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC Reports, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 Except as disclosed in the SEC Reports, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, Each of the Company and its Subsidiaries is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 Each of the Company and its Subsidiaries has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s (or any Subsidiary’s) internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s (or any NYC01_84139423_7 Subsidiary’s) knowledge, in other factors that could significantly affect the Company's ’s (or any Subsidiary’s) internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as otherwise disclosed in the SEC ReportsDocuments, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it it. Except as of otherwise disclosed in the Closing Date. The SEC Documents, the Company and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the SEC’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing DateInitial Closing. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP United States general accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’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 has established disclosure controls and procedures (as defined in Exchange 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange 1934 Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange 1934 Act (such date, the "“Evaluation Date"”). The Company presented in its most recently filed periodic report under the Exchange 1934 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act0000 Xxx) or, to the Knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Initial Closing Date. The Company and the Subsidiaries Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its SubsidiariesSubsidiary, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with any and all provisions applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 which that are effective as of the date hereof, and any and all applicable to it rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiary and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report reports it files or submits under the Exchange Act (such dateis recorded, processed, summarized and reported, within the "Evaluation Date")time periods specified in the Commission’s rules and forms. The Company presented Except as described in its most recently filed periodic report under the Exchange Act Registration Statement or the conclusions Prospectus, since the end 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 DateCompany’s most recent audited fiscal year, there have has been (1) no significant changes material weakness in the Company's ’s internal controls control over financial reporting (as such term is defined whether or not remediated) and (2) no change in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors ’s internal control over financial reporting that could significantly affect has a material adverse effect on the Company's ’s financial condition, business or operations, or is reasonably likely to have a a material adverse effect on the Company’s financial condition, business or operations on the Company’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controls. Notwithstanding the foregoing, each of the Purchasers acknowledge that he, she or it has read the disclosure pursuant to Item 307 of Regulation S-K under the Exchange Act as set forth in the Company’s most recent periodic report filed as of the Evaluation Date.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing DateDate and that has had or could reasonably be expected to result in a Material Adverse Effect. 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure disclosures controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic period report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the its most recently filed periodic period report under the Exchange Act (such date, the "“Evaluation Date"”). The Company presented in its most recently filed periodic period 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrols and that had had or could reasonably be expected to result in a Material Adverse Effect.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in compliance in all material compliance respects with any and all provisions applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the date hereof and as of the Closing Date. The Except as set forth on Schedule 3.1(r), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC ReportsSchedule 3.1(r), the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of consolidated financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, Company required to be disclosed by the Company in the reports that is files or submits under the Exchange Act is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal ’s disclosure controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's internal ’s disclosure controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date and the Second Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC ReportsSchedule 3.1(r), the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in all material respects in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of both the Initial Closing Date and the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially adversely affected, or is reasonably likely to materially adversely affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reportsset forth on Schedule 3.1(r), the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Except as set forth on Schedule 3.1(r), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Except as set forth in the SEC Reports, 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "“Evaluation Date"”). The Company presented Except as set forth 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 SEC Reports, since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate of the Commitment Closing. 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 Except as disclosed in the SEC Reports, since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC Reports, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The At March 31, 2021, the Company and the Subsidiaries did not maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has not established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Dateit. The Company and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed recent periodic report under filed with the Exchange Act Commission, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures based on their evaluations as of February 28, 2007 (the “Evaluation Date”). Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) 307 of Regulation S-K B under the Exchange Act) or disclosure controls or procedures or, to the knowledge of the Company's knowledge, after reasonable inquiry, in other factors that could significantly affect the Company's ’s internal controlscontrols or disclosure controls or procedures.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 (including all rules and regulations promulgated thereunder) which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reportsset forth on Schedule 3.1(r), the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which that are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the a date prior to the filing date of the 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 Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls over financial reporting (as such term is defined in Item 307(bRules 13a-15(f) of Regulation S-K and 15d-15(f) under the Exchange Act) orthat have materially affected, or are reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrols over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, Each of the Company and its Subsidiaries is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 Each of the Company and its Subsidiaries has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's (or any Subsidiary’s) internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's (or any Subsidiary’s) knowledge, in other factors that could significantly affect the Company's (or any Subsidiary’s) internal controls. The Company and its Subsidiaries have knowledge (upon receipt of the proceeds of this transaction) that the Company’s independent public accountants have issued an audit letter containing a “going concern” opinion in connection with the Company’s annual report on Form 10-K pursuant to Section 13 or 15(d) under the Exchange Act for the fiscal year ended December 31, 2021.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC ReportsSchedule 5(r), the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of consolidated financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’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 has established disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, Company required to be disclosed by the Company in the reports that is files or submits under the Securities Exchange Act of 1934 is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Securities Exchange ActAct of 1934, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to end of the filing date of period covered by the most recently filed periodic report under the Securities Exchange Act of 1934 (such date, the "“Evaluation Date"”). The Company presented in its most recently filed periodic report under the Securities Exchange Act of 1934 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 significant changes in the Company's internal ’s disclosure controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's internal ’s disclosure controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The As a small reporting company, the Company and is not required to have its independent auditors attest to the Subsidiaries maintain a system adequacy of its 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 differencescontrols. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission's rules and forms. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to the Company's knowledgematerially affect, in other factors that could significantly affect the Company's internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in To the SEC ReportsCompany’s Knowledge, the Company it is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledgeKnowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in To the SEC ReportsCompany’s knowledge, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient reasonably designed to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to reasonably ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the a date within 90 days prior to the filing date of the most recently filed quarterly or annual periodic report under the Exchange Act (such date, the "“Evaluation Date"”). The Company presented in its most recently filed quarterly or annual 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the Company’s periodic reports in the Company’s SEC ReportsFilings, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC ReportsSchedule 5(r), the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxxxxx- Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of consolidated financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’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 has established disclosure controls and procedures (as defined in Exchange the 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, Company required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange 1934 Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to end of the filing date of period covered by the most recently filed periodic report under the Exchange 1934 Act (such date, the "“Evaluation Date"Date ”). The Company presented in its most recently filed periodic report under the Exchange 1934 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 significant changes in the Company's internal ’s disclosure controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's internal ’s disclosure controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The At June 30, 2022, the Company and the Subsidiaries did not maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 has not established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the each Closing 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K or under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Dateit. The Company and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed recent periodic report under filed with the Exchange Act Commission, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures based on their evaluations as of December 31, 2009 (the “Evaluation Date”). Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) 307 of Regulation S-K under the Exchange Act) or disclosure controls or procedures or, to the knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrols or disclosure controls or procedures.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could reasonably be expected to significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiariessubsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could would significantly adversely affect the Company's ’s internal controls. As of the date of this Agreement, the Company has not determined, nor has it been advised in writing by its independent accounting firm, at any time after December 31, 2006 through the date of this Agreement, that there are any material weaknesses in the Company’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, Each of the Company and its Subsidiaries is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 Each of the Company and its Subsidiaries has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared, subject to material weaknesses as disclosed in filings with the Commission. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's (or any Subsidiary’s) internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's (or any Subsidiary’s) knowledge, in other factors that could significantly affect the Company's (or any Subsidiary’s) internal controls. The Company and its Subsidiaries have knowledge (upon receipt of the proceeds of this transaction) that the Company’s independent public accountants have issued an audit letter containing a “going concern” opinion in connection with the Company’s annual report on Form 10-K pursuant to Section 13 or 15(d) under the Exchange Act for the fiscal year ended December 31, 2016.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Dateit. 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, Company is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed recent periodic report under filed with the Exchange Act Commission, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures based on their evaluations as of March 31, 2007 (the “Evaluation Date”). Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) 307 of Regulation S-K B under the Exchange Act) or, to the knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, Each of the Company and its Subsidiaries is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing DateClosing. 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 Each of the Company and its Subsidiaries has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's (or any Subsidiary’s) internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's (or any Subsidiary’s) knowledge, in other factors that could significantly affect the Company's (or any Subsidiary’s) internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate of the Commitment Closing. The Company and the Subsidiaries its Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls over financial reporting (as such term is defined in Item 307(bRules 13a-15(f) of Regulation S-K or 15d-15(f) promulgated under the Exchange Act) orAct or that has affected, or is reasonably likely to affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate hereof. The Company and the Subsidiaries each Subsidiary maintain a system of “internal accounting controls control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 is not aware of any material weakness or significant deficiency in the Company’s or any Subsidiary’s internal controls required to be disclosed in the SEC Reports that was not so disclosed. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company is in material compliance with all provisions of Company, the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of Subsidiaries, the Closing Date. The Company VIEs and the VIE 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 has have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company Company, the Subsidiaries, the VIEs and the VIE Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures of the Company, the Subsidiaries, the VIEs and the VIE Subsidiaries as of the date prior to end of the filing date of period covered by the 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, except as set forth in Schedule 3.1(s), there have been no significant changes in the Company's internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to of the Company's knowledge, in other factors the Subsidiaries, the VIEs and the VIE Subsidiaries that could significantly affect have materially affected, or is reasonably likely to materially affect, the Company's internal controlscontrol over financial reporting of the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in To the SEC ReportsCompany’s knowledge and if required to do so by the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), the Company is exercising good faith efforts to be in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 SOX which are applicable to it as of the Closing DateClosing. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 Except for the accounting restatement of the non-recourse TCP Note with TCP as an “option to purchase”, as restated in the Company’s SEC Form 10-Qs for the periods ended March 31, June 30 and September 30, 2009, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC ReportsReports , the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the To Company’s Knowledge: The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's ’s knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in --------------------------------------------- material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the knowledge of the Company's knowledge, in other factors that could significantly affect the Company's internal controls. Notwithstanding the foregoing, each of the Purchasers acknowledge that he, she or it has read the disclosure pursuant to Item 307 of Regulation S-K under the Exchange Act as set forth in the Company's most recent periodic report filed as of the Evaluation Date.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company --------------------------------------------- is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as a foreign issuer as of the Closing 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 If applicable to a company such as the Company, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The If applicable to a company such as the Company, the Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in To the SEC ReportsCompany’s knowledge and if required to do so by the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), the Company is exercising good faith efforts to be in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 SOX which are applicable to it as of the Closing Effective Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management's ’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 ’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 Except for the accounting restatement of the non-recourse TCP Note with TCP as an “option to purchase”, as restated in the Company’s SEC Form 10-Qs for the periods ended March 31, June 30 and September 30, 2009, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the SEC’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Datedate of the Closing. The Company and the Subsidiaries each Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date of the 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 Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal accounting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or its disclosure controls and procedures or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controlsaccounting controls or its disclosure controls and procedures.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing 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 ’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 ’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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s controls and procedures as of the date prior to the filing date of the 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 significant changes in the Company's ’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the best Knowledge of the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed in the SEC Reports, the The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system date 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 differencesthis Agreement. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission’s rules and forms. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date 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, and found that the Company’s disclosure controls and procedures were effective at the reasonable assurance level 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 Securities and Exchange Commission’s rules and forms. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to materially affect, the Company's knowledge, in other factors that could significantly affect the Company's ’s internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC Reports, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that 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 has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating required to be disclosed by the Company, including its Subsidiaries, is made known to Company in the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report reports it files or submits under the Exchange ActAct is recorded, as processed, summarized and reported, within the case may be, is being preparedtime periods specified in the Commission's rules and forms. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of the date prior to the filing date 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 significant changes in the Company's internal controls control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) orthat has materially affected, or is reasonably likely to the Company's knowledgematerially affect, in other factors that could significantly affect the Company's internal controlscontrol over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. Except as disclosed set forth in the SEC Reports, the Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, which are applicable to it as of the Closing Datedate of the Commitment Closing. The Except as set forth in the SEC Reports, the Company and the Subsidiaries each Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's ’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 ’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 Except as set forth in the SEC Reports, the Company has established “disclosure controls and procedures procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's ’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's ’s certifying officers have evaluated the effectiveness of the Company's ’s disclosure controls and procedures as of the date prior to the filing date of the 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 Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's ’s internal accounting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or its disclosure controls and procedures or, to the Company's ’s knowledge, in other factors that could significantly materially affect the Company's ’s internal controlsaccounting controls or its disclosure controls and procedures.