Common use of Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting Clause in Contracts

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 (e) of the Exchange Act) that comply with the requirements of the Exchange Act and, except to the extent that the material weaknesses identified in the Registration Statement and the Prospectus impair the effectiveness of the Company’s disclosure controls and procedures, such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. Since the date of the latest audited financial statements included in the Registration Statement and the Prospectus, (i) the Company has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls, except as otherwise disclosed in the Registration Statement and the Prospectus, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) since that date, except as otherwise disclosed in the Registration Statement and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 (e) of the Exchange Act) that comply with the requirements of the Exchange Act and, Act; except to the extent that the material weaknesses identified as otherwise disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus impair the effectiveness of the Company’s disclosure controls and proceduresProspectus, such disclosure controls and procedures are effective effective. Except as disclosed in all material respects to perform the functions for which they were established. Since in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the date of the latest audited financial statements included in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, (ia) the Company has not been advised of (A1) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls, except as otherwise disclosed in the Registration Statement and the Prospectus, controls and (B2) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (iib) since that date, except as otherwise disclosed in the Registration Statement and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company maintains and the Subsidiary have established, maintain and evaluate “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15 (e13a-15(e) of and 15d-15(e) under the Exchange Act), which (i) are designed to ensure that comply with the requirements of the Exchange Act and, except material information relating to the extent that the material weaknesses identified in the Registration Statement and the Prospectus impair the effectiveness of Company is made known to the Company’s disclosure controls and proceduresthe Subsidiary’s principal executive officer and its principal financial officer by others within those entities, (ii) have been evaluated for effectiveness as of the end of the last fiscal period covered by the Prospectus Supplement and the Prospectus, and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. Since the date of the latest audited financial statements included in the Registration Statement and the Prospectus, (i) the Company has not been advised of (A) any There are no significant deficiencies and material weaknesses in the design or operation of internal controls that which could adversely affect the Company’s or the Subsidiary’s ability of the Company to record, process, summarize summarize, and report financial data, or any material weaknesses in internal controls, except as otherwise disclosed in the Registration Statement data to management and the Prospectus, and (B) Board of Directors of the Company. The Company is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) since that date, except as otherwise disclosed in the Registration Statement and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanySubsidiary’s internal control over financial reportingcontrols; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company has established and maintains disclosure controls and procedures (as such term is defined in Rule Rules 13a-15 (e) of and 15d-15 under the Exchange Act), which (i) are designed to ensure that comply with material information relating to the requirements of Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act and, except to are being prepared; (ii) have been evaluated by management of the extent that Company for effectiveness as of the material weaknesses identified in the Registration Statement and the Prospectus impair the effectiveness end of the Company’s disclosure controls most recent fiscal quarter; and procedures, such disclosure controls and procedures (iii) are effective in all material respects to perform the functions for which they were established. Since the date of the latest audited financial statements included in the Registration Statement and the Prospectus, (i) the Company has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls, except Except as otherwise disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, and since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weakness in the Company’s internal control over financial reporting (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, remediated) and (ii) since that date, except as otherwise disclosed in the Registration Statement and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company maintains and the Subsidiary have established, maintain and evaluate “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15 (e13a-15(e) of and 15d-15(e) under the Exchange Act), which (i) are designed to ensure that comply with the requirements of the Exchange Act and, except material information relating to the extent that the material weaknesses identified in the Registration Statement and the Prospectus impair the effectiveness of Company is made known to the Company’s disclosure controls and proceduresthe Subsidiary’s principal executive officer and its principal financial officer by others within those entities, (ii) have been evaluated for effectiveness as of the end of the last fiscal period covered by the Time of Sale Prospectus and the Prospectus, and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. Since the date of the latest audited financial statements included in the Registration Statement and the Prospectus, (i) the Company has not been advised of (A) any There are no significant deficiencies and material weaknesses in the design or operation of internal controls that which could adversely affect the Company’s or the Subsidiary’s ability of the Company to record, process, summarize summarize, and report financial data, or any material weaknesses in internal controls, except as otherwise disclosed in the Registration Statement data to management and the Prospectus, and (B) Board of Directors of the Company. The Company is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) since that date, except as otherwise disclosed in the Registration Statement and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanySubsidiary’s internal control over financial reportingcontrols; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established and maintains “disclosure controls and procedures procedures” (as such term is defined in Rule Rules 13a-15 (e) of and 15d-15 under the Exchange Act), which (i) are designed to ensure that comply with material information relating to the requirements Company and its subsidiaries is made known to the chief executive officer and chief financial officer of the Exchange Act andCompany by others within the Company or any of its subsidiaries, except to the extent that the material weaknesses identified in the Registration Statement and the Prospectus impair the effectiveness of the Company’s disclosure controls and procedures, such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since January 1, 2023, the date Company’s auditors and the board of directors of the latest audited financial statements included in Company (the Registration Statement and the Prospectus, (i“Board”) the Company has have not been advised of of: (Ai) any significant deficiencies or material weaknesses in the design or operation of internal controls that which could adversely affect the Company’s ability of the Company to record, process, summarize summarize, and report financial data, or any material weaknesses in internal controls, except as otherwise disclosed in the Registration Statement and the Prospectus, ; and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) since that date, except as otherwise disclosed in the Registration Statement and the Prospectus, there has been no change in the Company’s internal control over financial reporting controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that has materially affectedcould significantly affect internal controls, or is reasonably likely including any corrective actions with regard to materially affect, the Company’s internal control over financial reportingsignificant deficiencies and material weaknesses.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company maintains disclosure controls and procedures (Except as such term is defined in Rule 13a-15 (e) of the Exchange Act) that comply with the requirements of the Exchange Act and, except to the extent that the material weaknesses identified in the Registration Statement and the Prospectus impair the effectiveness of the Company’s disclosure controls and procedures, such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. Since the date of the latest audited financial statements included otherwise disclosed in the Registration Statement and the Prospectus, (i) the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company, including its consolidated subsidiaries, in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act and concluded that such disclosure controls and procedures were effective. Except as disclosed in the Registration Statement or Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting (whether or not remediated). The Company’s independent auditors and the Audit Committee of the Board of Directors of the Company have been advised of (Ai) any all significant deficiencies and material weaknesses in the design or operation of internal controls that control over financial reporting which could adversely affect the Company’s ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls, except as otherwise disclosed in the Registration Statement and the Prospectus, and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls of the Companycontrol over financial reporting. Since December 31, and (ii) since that date, except as otherwise disclosed in the Registration Statement and the Prospectus2021, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule Rules 13a-15 (e) of and 15d-15 under the Exchange Act), which (i) are designed to ensure that comply with material information relating to the requirements of Company, including its consolidated subsidiaries, and required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and, except is communicated to the extent that Company’s principal executive officer and its principal financial officer by others within those entities, as appropriate to allow timely decisions regarding required disclosure; (ii) have been evaluated by management of the material weaknesses identified Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) except as otherwise disclosed in the Registration Statement and the Prospectus impair the effectiveness of the Company’s disclosure controls and proceduresProspectus, such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. Since the date of the latest audited financial statements included in the Registration Statement and the Prospectus, (i) the Company has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls, except Except as otherwise disclosed in the Registration Statement and the Prospectus, and since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weaknesses in the Company’s internal control over financial reporting (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, remediated) and (ii) since that date, except as otherwise disclosed in the Registration Statement and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting (other than as may be otherwise disclosed in the Registration Statement or the Prospectus) that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.