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

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”). The Company and each of its Subsidiaries maintain a system of internal controls, including disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts of the Company and its Subsidiaries accurately and fairly reflect, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Except as disclosed in SEC Reports filed by the Company prior to the date hereof, or in the Registration Statement, the Prospectus, or any Prospectus Supplement, the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen Except as disclosed in SEC Reports filed by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported prior to the Audit Committee date hereof, or in the Registration Statement, the Prospectus, or the Board of DirectorsProspectus Supplement, and within the next 135 days if any, the Company does not reasonably expect to publicly disclose or report to and the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who Subsidiaries have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards established disclosure controls and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v). The , the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of applicable dates specified under the Exchange Act (such date, the transactions in“Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, and dispositions ofsince the Evaluation Date, there have been no changes in the assets of, and internal control over financial reporting (as such term is defined in the results Exchange Act) of operations of, the Company and its the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective and applicable to the Company as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date or the Option Closing Date, as applicable. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v). The , the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of applicable dates specified under the Exchange Act (such date, the transactions in“Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, and dispositions ofsince the Evaluation Date, there have been no changes in the assets of, and internal control over financial reporting (as such term is defined in the results Exchange Act) of operations of, the Company and its the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”)amended, except as disclosed in the Company’s SEC Reports. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of applicable dates specified under the Exchange Act (such date, the transactions in“Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, and dispositions ofsince the Evaluation Date, there have been no changes in the assets of, and internal control over financial reporting (as such term is defined in the results Exchange Act) of operations of, the Company and its the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Except as disclosed in SEC Reports filed by the Company prior to the date hereof, or in the Registration Statement, the Prospectus, or any Prospectus Supplement, the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorization, authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen Except as disclosed in SEC Reports filed by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported prior to the Audit Committee date hereof, or in the Registration Statement, the Prospectus, or the Board of DirectorsProspectus Supplement, and within the next 135 days if any, the Company does not reasonably expect to publicly disclose or report to and the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who Subsidiaries have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards established disclosure controls and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The As set forth in the SEC Reports, the Company’s disclosure controls and procedures and internal controls are not effective. Except as set forth in the SEC Reports, the Company is and the Subsidiaries are in material compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company and each of its the Subsidiaries use commercially reasonable efforts to maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the transactions in“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, and dispositions of, there have been no changes in the assets of, and internal control over financial reporting (as such term is defined in the results Exchange Act) of operations of, the Company and its the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, subject to certain material weaknesses in internal control over financial reporting as amended (“Xxxxxxxxdescribed in the Company’s Quarterly Report on Form 10-Xxxxx”) Q for the period ended September 30, 2017, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company and each of its Subsidiaries have established and maintain a system systems of internal controlsaccounting controls that comply in all material respects with applicable regulatory requirements, including disclosure controls and proceduresthe Exchange Act, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain accountability for assets, assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (ivD) amounts reflected on the recorded accountability Company’s consolidated balance sheet for assets is are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by Except as described in the Audit Committee Registration Statement or the Prospectus, since the filing of the annual report on Form 20-F for the fiscal year ended December 31, 2023, there has been (i) no new material weakness identified to the Company’s board of directors (or committee thereof) in accordance with applicable Exchange Rulesthe Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to and the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the transactions in, “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 dispositions of, procedures based on their evaluations as of the assets of, and the results of operations of, the Company and its SubsidiariesEvaluation Date.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, 2002 and any rules or regulations promulgated thereunder by the Commission that are applicable to it as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”)the Effective Date. The Company and each of its Subsidiaries maintain maintains a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts of 15d-15(e)) for the Company and its Subsidiaries accurately designed such disclosure controls and fairly reflectprocedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the transactions in“Evaluation Date”) and concluded that such controls were ineffective as of the Evaluation Date. The Company presented in its most recently filed periodic report under the Exchange Act such conclusion of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and dispositions ofno significant deficiencies or material weakness in internal controls over financial reporting, other than as disclosed in the assets ofCompany’s SEC Filings, and the results of operations of, the Company and its Subsidiarieshave been identified.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in compliance in all material respects with all applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company and each of its Subsidiaries maintain maintains a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its Subsidiaries accurately and fairly reflectas of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the transactions in“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, and dispositions ofthere have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company that have materially affected, or is reasonably likely to materially affect, the assets of, and internal control over financial reporting of the results of operations of, the Company and its SubsidiariesCompany.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Except as provided in the SEC Reports, the Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”)amended. The Except as provided in the SEC Reports, the Company and each of its Subsidiaries maintain maintains a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable securities laws and U.S. GAAP and to maintain asset accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by Except as provided in the Audit Committee in accordance with applicable Exchange Rules. The SEC Reports, the Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its Subsidiaries accurately and fairly reflectas of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the transactions in“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, and dispositions ofthere have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company or the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the assets of, and internal control over financial reporting of the results of operations of, the Company and its SubsidiariesCompany.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company Ableauctions is in material compliance in with all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, 2002 which are applicable to it as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”)the Closing Date. The Company and each of its Subsidiaries maintain Ableauctions maintains a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company Ableauctions has not publicly disclosed or reported to the Audit Committee or the Board of Directors, established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated and 15d-15(e)) for Ableauctions and designed such disclosure controls and procedures to ensure that information required to be disclosed by Ableauctions in the reports it files or approved submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Ableauctions’ certifying officers have evaluated the effectiveness of Ableauctions’ disclosure controls and procedures as of the end of the period covered by Ableauctions’ most recently filed periodic report under the Public Company Accounting Oversight Board and, as applicableExchange Act (such date, the “Evaluation Date”). Ableauctions presented in its most recently filed periodic report under the Exchange Rules. The books, records and accounts Act the conclusions of the Company certifying officers about the effectiveness of the disclosure controls and its Subsidiaries accurately and fairly reflectprocedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in Ableauctions’ internal control over financial reporting (as such term is defined in the transactions inExchange Act) that has materially affected, and dispositions ofor is reasonably likely to materially affect, the assets of, and the results of operations of, the Company and its SubsidiariesAbleauctions’ internal control over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) amended, except as disclosed in the SEC Reports, the Registration Statement, and all applicable rules of Nasdaq (“Exchange Rules”)the Prospectus. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of applicable dates specified under the Exchange Act (such date, the transactions in“Evaluation Date”). The Company presented in its most recently filed annual report on Form 20-F 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, and dispositions of, there have been no changes in the assets of, and internal control over financial reporting (as such term is defined in the results Exchange Act) of operations of, the Company and its the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective and applicable to the Company as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of each Closing Date or the Option Closing Date, as applicable. The Except as set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxRules 13a-15(e) promulgated or approved and 15d-15(e) under the Exchange Act) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or are reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is Except as disclosed in the Prospectus, the Company, its Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”). The Company and each of its Subsidiaries maintain maintains a system of internal controls, including including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable securities laws Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP the generally accepted accounting principles in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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. Since the end of the Company’s most recent audited fiscal year, there has been no adverse change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Internal Controls are are, or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Xxxxxxxx-Xxxxx, all applicable Rules and Regulations promulgated under the Exchange RulesAct and the rules and regulations of the NASDAQ. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board of DirectorsBoard, and within the next 135 days days, the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of DirectorsBoard, a “significant deficiency” or “material weakness” (each, as defined in Rule 12b-2 of the Exchange Act), a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, Xxxxxxxx-Xxxxx, all applicable Rules and Regulations promulgated under the securities lawsExchange Act and the rules and regulations of the NASDAQ, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts of the Company and its Subsidiaries accurately and fairly reflect, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof except where the failure to be in compliance could not, as amended (“Xxxxxxxx-Xxxxx”) individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Other than as disclosed in the SEC Reports, the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, and (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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rulesauthorization. The Company has not publicly disclosed or reported to and the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”the date hereof and as of the Closing Date. Except as set forth on Schedule 3.1(s). The , the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s 's general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. The Company's certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules"Evaluation Date"). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and or its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in compliance in all material respects with any and all applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company and each of its Subsidiaries maintain maintains a system of internal controls, including disclosure controls and procedures, internal controls control over accounting matters and financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and legal and regulatory controls (collectivelythe preparation of financial statements for external purposes in accordance with GAAP, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that including that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) under the Exchange Act that information required to be disclosed by the Audit Committee Company in accordance with applicable the reports that it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. The Company has not publicly disclosed received any notice or reported correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness in any part of the Audit Committee or internal controls over financial reporting of the Board Company. The Company’s certifying officers have evaluated the effectiveness of Directors, the disclosure controls and within the next 135 days procedures of the Company does not reasonably expect to publicly disclose or as of the end of the period covered by the most recently filed periodic report to under the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply withExchange Act (such date, the securities laws“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, or any matter which, if determined adversely, would there have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, been no changes in the Xxxxxxxx-Xxxxx, the Securities Act, internal control over financial reporting (as such term is defined in the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, internal control over financial reporting of the assets of, and the results of operations of, the Company and its SubsidiariesCompany.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 20022002 which are applicable to it as of the Closing Date. Except as disclosed in the Company’s SEC Reports, as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”). The the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Except as disclosed in the Audit Committee in accordance with applicable Exchange Rules. The Company’s SEC Reports, the Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts of 15d-15(e)) for the Company and its Subsidiaries accurately designed such disclosure controls and fairly reflectprocedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the transactions in“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, and dispositions ofthere have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the assets of, and the results of operations of, the Company and its SubsidiariesCompany’s internal control over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Each of the Company and its Subsidiaries is in material compliance in with all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, 2002 which are applicable to it as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”)the Closing Date. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization 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 Internal Controls are overseen by Other than as disclosed in filings with the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of DirectorsCommission, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts each of the Company and its Subsidiaries accurately has established disclosure controls and fairly reflect, the transactions in, procedures (as defined in Exchange Act Rules 13a-15(e) and dispositions of, the assets of, and the results of operations of, 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, 2016 and 2017.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Except as set forth on Schedule 3.1(s), the Company is and the Subsidiaries are in compliance in all material respects with any and all applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) amended, that are effective as of the date hereof and as of the Closing Date, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”the date hereof and as of the Closing Date. Except as set forth on Schedule 3.1(s). The , the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) amended, except as disclosed in the SEC Reports, the Registration Statement, the Prospectus and all applicable rules of Nasdaq (“Exchange Rules”)the Prospectus Supplement. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of applicable dates specified under the Exchange Act (such date, the transactions in, “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 dispositions ofprocedures based on their evaluations as of the Evaluation Date. Except as set forth in the Registration Statement, the assets of, Prospectus and the results Prospectus Supplement, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of operations of, the Company and its the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company is and the Subsidiaries are in compliance in all material respects with any and all applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002Act, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules of Nasdaq (“Exchange Rules”)and regulations promulgated by the Commission thereunder. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorization, authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the transactions in“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, and dispositions of, there have been no changes in the assets of, and internal control over financial reporting (as such term is defined in the results Exchange Act) of operations of, the Company and its the Subsidiaries that have materially affected, or would reasonably be likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in material compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules of Nasdaq (“Exchange Rules”)and regulations promulgated by the Commission thereunder. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries and their respective officers and directors are in compliance compliance, in all material respects respects, with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”)amended. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of applicable dates specified under the Exchange Act (such date, the transactions in“Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, and dispositions ofsince the Evaluation Date, there have been no changes in the assets of, and internal control over financial reporting (as such term is defined in the results Exchange Act) of operations of, the Company and its the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, 2002 which are applicable to it as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules a small business issuer as of Nasdaq (“Exchange Rules”)the Closing Date. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. The Internal Controls design and operation of a control system must reflect the fact that there are overseen by resource limitations and the Audit Committee in accordance with applicable Exchange Rulesbenefit of the controls must be considered relative to their costs. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts of 15d-15(e)) for the Company and its Subsidiaries accurately designed such disclosure controls and fairly reflectprocedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the transactions in“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, and dispositions ofthere have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the assets of, and the results of operations of, the Company and its SubsidiariesCompany’s internal control over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company Buyer is in compliance in all material respects with the applicable all provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and all 2002 which are applicable rules of Nasdaq (“Exchange Rules”)to it. The Company and each of its Subsidiaries maintain Buyer maintains a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by the Audit Committee Buyer has established disclosure controls and procedures (as defined in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported Act Rules 13a-15(e) and 15d-15(e)) for Buyer and designed such disclosure controls and procedures to ensure that material information relating to Buyer, including its Buyer Subsidiaries, is made known to the Audit Committee or certifying officers by others within those entities, particularly during the Board of Directors, and within the next 135 days the Company does not reasonably expect to publicly disclose or period in which Buyer’s most recently filed periodic report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, under the Exchange Act, as the auditing principlescase may be, rulesis being prepared. Since the June 30, standards and practices applicable to auditors of “issuers” 2008, there have been no changes in Buyer’s internal control over financial reporting (as such term is defined in Xxxxxxxx-XxxxxRules 13a-15(f) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, and 15d-15(f) under the Exchange RulesAct) that have materially affected, or are reasonably likely to materially affect, Buyer’s internal control over financial reporting. The booksSince May 7, records and accounts 2008, (A) neither Buyer nor any Buyer Subsidiary nor, to the knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of or any Buyer Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Company and its Subsidiaries accurately and fairly reflectaccounting or auditing practices, the transactions inprocedures, methodologies or methods of Buyer or any Buyer Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any Buyer Subsidiary has engaged in questionable accounting or auditing practices, and dispositions of(B) no attorney representing Buyer or any Buyer Subsidiary, whether or not employed by Buyer or any Buyer Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors, employees or agents to the assets of, and the results Board of operations of, the Company and its SubsidiariesDirectors or any committee thereof or to any director or officer of Buyer.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq the date hereof and as of the Closing Date. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Exchange RulesEvaluation Date”). The Company and each presented in its most recently filed periodic report under the Exchange Act the conclusions of its Subsidiaries maintain a system the certifying officers about the effectiveness of internal controls, including the disclosure controls and proceduresprocedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal controls control over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that (i) transactions are executed as such term is defined in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company’s disclosure controls and procedures and internal controls are not effective. Except as set forth in the SEC Report, the Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Except as set forth in the SEC Report, the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Except as set forth in the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of DirectorsSEC Reports, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to and the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who Subsidiaries have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards established disclosure controls and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Except as disclosed in the Preliminary Prospectus and Prospectus (A) the Company is and its subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective, including Section 402 related to loans and Sections 302 and 906 related to certifications, as of Nasdaq the date hereof, as of the Commencement Date and as of the Exchange Date; (“Exchange Rules”). The B) the Company and each of its Subsidiaries subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, ; and within the next 135 days (C) the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who and its subsidiaries have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards established disclosure controls and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and its subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the Commission Reports is recorded, as applicableprocessed, summarized and reported, within the Exchange Rulestime periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its Subsidiaries accurately and fairly reflectsubsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the transactions in“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 (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated), except as disclosed in the most recently filed periodic report under the Exchange Act and dispositions ofin the Preliminary Prospectus and Prospectus and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the assets of, and the results of operations of, the Company and its SubsidiariesCompany’s internal control over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Except as disclosed in SEC Reports filed by the Company prior to the date hereof, or in the Registration Statement, each Preliminary Prospectus and the Prospectus, the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen Except as disclosed in SEC Reports filed by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported prior to the Audit Committee date hereof, or in the Registration Statement, each Preliminary Prospectus, or the Board of DirectorsProspectus, and within the next 135 days if any, the Company does not reasonably expect to publicly disclose or report to and the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who Subsidiaries have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards established disclosure controls and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or are reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof and applicable to a foreign private issuer such as the Company, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and Prospectus, the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Except as otherwise disclosed in the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to Registration Statement, the Audit Committee or the Board of DirectorsGeneral Disclosure Package and Prospectus, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to and the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who Subsidiaries have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards established disclosure controls and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the SEC Reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company and each of its Subsidiaries maintain maintains a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorization, authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its Subsidiaries accurately and fairly reflectas of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the transactions in“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, and dispositions ofthere have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or is reasonably likely to materially affect, the assets of, and internal control over financial reporting of the results of operations of, the Company and its SubsidiariesCompany.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company Parent is in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company and each of its Subsidiaries maintain Parent maintains a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company Parent has not publicly disclosed or reported to the Audit Committee or the Board of Directors, established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Parent and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andParent 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 Parent’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Parent as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The books, records and accounts Parent presented in its most recently filed periodic report under the Exchange Act the conclusions of the Company certifying officers about the effectiveness of the disclosure controls and its Subsidiaries accurately and fairly reflectprocedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Parent that has materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, internal control over financial reporting of the assets of, and the results of operations of, the Company and its SubsidiariesParent.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and its Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules of Nasdaq (“Exchange Rules”)related Regulations. The Company and each of its Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset 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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who its Subsidiaries have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards established disclosure controls and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated and 15d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed in the reports the Company is required to file or approved by the Public Company Accounting Oversight Board and, as applicable, submit under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its Subsidiaries accurately and fairly reflectas of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the transactions in“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, and dispositions ofthere have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or is reasonably likely to materially affect, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Each of the Company and its Subsidiaries is in material compliance in with all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, 2002 which are applicable to it as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”)the Closing. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization 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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts Each of the Company and its Subsidiaries accurately has established disclosure controls and fairly reflect, the transactions in, procedures (as defined in Exchange Act Rules 13a-15(e) and dispositions of, the assets of, and the results of operations of, 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. The Company is and the Subsidiaries are in compliance in with all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”)amended, except as disclosed in the SEC Reports. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of applicable dates specified under the Exchange Act (such date, the transactions in“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. Except as set forth in the SEC Reports, and dispositions ofsince the Evaluation Date, there have been no changes in the assets of, and internal control over financial reporting (as such term is defined in the results Exchange Act) of operations of, the Company and its the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in material compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company and each of its Subsidiaries maintain maintains a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by the Audit Committee Company maintains disclosure controls and procedures (as such term is defined in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, Rule 13a-15(e) under the Exchange Act, ) that comply with the auditing principles, rules, standards and practices applicable to auditors requirements of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records Act; such disclosure controls and accounts of procedures have been designed to ensure that material information relating to the Company and its Subsidiaries accurately subsidiaries is made known to the Company’s principal executive officer and fairly reflectprincipal financial officer by others within those entities; and such disclosure controls and procedures are effective. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company as of the end of the period covered by the latest audited financial statements included in the Registration Statement, Pricing Disclosure Package and the Prospectus (such date, the transactions in“Evaluation Date”). Since the Evaluation Date, and dispositions ofthere have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or is reasonably likely to materially affect, the assets of, and internal control over financial reporting of the results of operations of, the Company and its SubsidiariesCompany.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company has established and each of its Subsidiaries maintain maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to the Company is made known to the principal executive officer and the principal financial officer. The Company has used such controls and procedures in preparing and evaluating the disclosures in the Registration Statement, the Prospectus and the Prospectus Supplement. The Company maintains a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient designed to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization, authorizations; (iiB) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets, ; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization authorizations; 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. The Internal Controls are overseen by Since the Audit Committee end of the Company’s most recent audited fiscal year, there has been (X) no material weakness (as defined in accordance with applicable Exchange RulesRule 1-02 of Regulation S-X of the Commission) in the Company’s internal control over financial reporting (whether or not remediated) and (Y) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company Company’s board of directors has not publicly disclosed or reported to validly appointed an audit committee, compensation committee and nominating committee, each of whose composition satisfies the Audit Committee or requirements of the Board rules and regulations of Directorsthe NASDAQ Stock Market, and within for each such committee, the next 135 days board of directors and/or the relevant committee has adopted a charter that satisfies the requirements of the rules and regulations of the NASDAQ Stock Market. Neither the board of directors of the Company does nor the audit committee has been informed, nor is any director or executive officer of the Company aware, of: (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting, since the end of the Company’s most recent audited fiscal year, which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directorsmaterial, a significant deficiency, a material weakness, change in Internal Controls or fraud involving that involves management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts of the Company and its Subsidiaries accurately and fairly reflect, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company and its SubsidiariesCompany’s internal control over financial reporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq the date hereof and as of the Closing Date, except to the extent that the disclosure of a material weakness in Item 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2014 (the “Exchange RulesControls Disclosure”)) may be deemed to be a violation thereof. The Except as described in the Controls Disclosure, the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization 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 Internal Except as described in the Controls are overseen by Disclosure, the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported 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 Audit Committee or Company, including the Board of DirectorsSubsidiaries, and within the next 135 days the Company does not reasonably expect to publicly disclose or report is made known to the Audit Committee or certifying officers by others within those entities, particularly during the Board of Directors, a significant deficiency, a material weakness, change period in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, which the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, Company’s most recently filed periodic report under the Exchange Act, as the auditing principlescase may be, rulesis being prepared. Except as set forth in the SEC Reports, standards and practices applicable to auditors of “issuers” the Company has established internal control over financial reporting (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(f) promulgated or approved and 15d-15(f)) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures and the Company’s internal control over financial reporting (collectively, “internal controls”) as of the end of the period covered by the Public Company Accounting Oversight Board and, as applicablemost recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The books, records and accounts Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the Company and its Subsidiaries accurately and fairly reflectcertifying officers about the effectiveness of such internal controls based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the transactions inCompany's internal controls or, and dispositions ofto the Company's Knowledge, in other factors that could significantly affect the assets of, and the results of operations of, the Company and its SubsidiariesCompany's internal controls.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is in material compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq (“Exchange Rules”)the date hereof and as of the Closing Date. The Company and each of its Subsidiaries maintain maintains a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its Subsidiaries accurately and fairly reflectas of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the transactions in“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, and dispositions ofthere have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company that has materially affected, or is reasonably likely to materially affect, the assets of, and internal control over financial reporting of the results of operations of, the Company and its SubsidiariesCompany.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and its Subsidiaries are in material compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 20022002 that are effective as of the date hereof, as amended (“Xxxxxxxx-Xxxxx”) and any and all applicable rules of Nasdaq (“Exchange Rules”)related Regulations. The Company and each of its Subsidiaries Parties maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset 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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who its Subsidiaries have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards established disclosure controls and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated and 15d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed in the reports the Company is required to file or approved by the Public Company Accounting Oversight Board and, as applicable, submit under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its Subsidiaries accurately and fairly reflectas of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the transactions in“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, and dispositions ofthere have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or would reasonably be expected to materially affect, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Except as disclosed in the Preliminary Prospectus and Prospectus, (A) the Company is and its subsidiaries are in compliance in all material respects with the applicable provisions requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) amended, that are effective as of the date hereof, and all the applicable rules and regulations promulgated by the Commission thereunder that are effective as of Nasdaq the date hereof, as of the Commencement Date and as of the Exchange Date; (“Exchange Rules”). The B) the Company and each of its Subsidiaries maintain maintains a system of internal controlscontrol over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act applicable to the Company, including and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; (C) since the date of the latest audited financial statements included or incorporated by reference in the Preliminary Prospectus, and except as disclosed in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has had a Material Adverse Effect, or is reasonably likely to have a Material Adverse Effect, on the Company’s internal control over financial reporting; and (D) the Company maintains disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls procedures (collectively, “Internal Controls”as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the applicable securities laws requirements of the Exchange Act; such disclosure controls and are sufficient procedures have been designed to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary material information relating to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (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 Internal Controls are overseen by the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the Exchange Rules. The books, records and accounts of the Company and its Subsidiaries accurately subsidiaries is made known to the Company’s principal executive officer and fairly reflectprincipal financial officer by others within those entities; and, except as disclosed in the transactions inProspectus, such disclosure controls and dispositions of, the assets of, and the results of operations of, the Company and its Subsidiariesprocedures are effective.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Except as set forth in Schedule 3.1(s), the Company is and the Subsidiaries are in compliance in with any and all material respects with applicable requirements of the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) amended, that are effective and applicable to the Company as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective and applicable to the Company as of Nasdaq (“Exchange Rules”the date hereof and as of the Closing Date. Except as set forth in the SEC Reports and Schedule 3.1(s). The , the Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Except as set forth in the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of DirectorsSEC Reports, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to and the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who Subsidiaries have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards established disclosure controls and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as applicableof the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the Exchange Rules“Evaluation Date”). The booksCompany 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, records and accounts there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries accurately and fairly reflectthat have materially affected, or is reasonably likely to materially affect, the transactions in, and dispositions of, the assets of, and the results internal control over financial reporting of operations of, the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of Nasdaq (“Exchange Rules”)amended, except as disclosed in the Company’s SEC Reports. The Company and each of its the Subsidiaries maintain a system of internal controls, including disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory controls (collectively, “Internal Controls”) that comply with the applicable securities laws and are sufficient to provide reasonable assurances that assurance that: (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable securities laws and GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization 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 Internal Controls are overseen by Company and the Audit Committee in accordance with applicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors, Subsidiaries have established disclosure controls and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the securities laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” procedures (as defined in Xxxxxxxx-XxxxxExchange Act Rules 13a-15(e) promulgated or approved and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Public Company Accounting Oversight Board and, as applicable, in the reports it files or submits under the Exchange RulesAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The books, records Company’s certifying officers have evaluated the effectiveness of the disclosure controls and accounts procedures of the Company and its the Subsidiaries accurately and fairly reflectas of applicable dates specified under the Exchange Act (such date, the transactions in“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. Except as set forth in SEC Reports, and dispositions ofsince the Evaluation Date, there have been no changes in the assets of, and internal control over financial reporting (as such term is defined in the results Exchange Act) of operations of, the Company and its the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.