Common use of Compliance with Sarbanes Oxley Clause in Contracts

Compliance with Sarbanes Oxley. Pacific is in compliance with the requirements of the Sxxxxxxx-Xxxxx Act of 2002 applicable to it as of the date of this Agreement. Pacific maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Pacific has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Pacific and designed such disclosures controls and procedures to ensure that material information relating to Pacific, is made known to the certifying officers by others within Pacific, particularly during the period in which Pacific’s Form 10-K or 10-Q as the case may be, is being prepared. Pacific’s certifying officers have evaluated the effectiveness of Pacific’s controls and procedures as of the date of its most recently filed periodic report (such date, the “Evaluation Date”). Pacific presented in its most recently filed periodic report 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 Pacific’s internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) or in other factors that could significantly affect Pacific’s internal control over financial reporting. Pacific’s auditors, at all relevant times, have been duly registered in good standing with the Public Company Accounting Oversight Board.