Common use of Internal Accounting and Disclosure Controls Clause in Contracts

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the Company 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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. Other than as disclosed in the SEC Reports, during the twelve months prior to a Closing Date, the Company has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the Company.

Internal Accounting and Disclosure Controls. Other than The Company and each of its Subsidiaries (excluding those acquired through the Company’s acquisitions of Consolidated Construction Solutions I LLC and Xxxxxxx Xxxxxxx Construction Group) maintains internal control over financial reporting (as disclosed such term is defined in Rule 13a-15(f) under the SEC Reports, the Company maintains a system of internal accounting controls sufficient 0000 Xxx) that are effective to provide reasonable assurance assurances regarding the reliability of the financial reporting and the preparation of financial statements of the Company and its Subsidiaries for external purposes in accordance with GAAP, and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions are executed in accordance with management’s general or specific authorizationsand dispositions of the assets of the Company, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access provide reasonable assurance that transactions are recorded as necessary to assets or incurrence permit preparation of liabilities is permitted financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with management’s general or specific authorization authorizations of management and (iv) directors of the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differenceCompany. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, including 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 1934 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. Other than as disclosed in the SEC Reports, during the twelve months prior to a Closing Date, Neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountants, Governmental Entities or other Person relating to (x) any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the Company or any of its Subsidiaries or (y) any fraud, whether or not material, that involves (or involved) the management or other employees of the Company or its Subsidiaries who have (or had) a significant role in the Company’s or its Subsidiaries’ internal controls.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsSchedule 3(cc), the Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsSchedule 3(cc), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed in the SEC Reports, during During the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness weakness, other than those material weaknesses disclosed in Schedule 3(cc), in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over 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 the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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. Other than Except as disclosed described in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company and each of its Subsidiaries 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the Disclosure Schedule or in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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. Other than Except as disclosed set forth in the Disclosure Schedule or in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(z), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(z), during the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the Company 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed in the SEC Reports, during the twelve months prior to a the Closing Date, the Company has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the Company.

Internal Accounting and Disclosure Controls. Other than Except as disclosed set forth in the SEC ReportsCompany’s Form 10-K for the year ended December 31, 2007 and any of the Company’s Form 10-Q’s covering periods in 2008, the Company maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective 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, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed set forth in the SEC ReportsCompany’s Form 10-K for the year ended December 31, during 2007 and any of the twelve months prior to a Closing DateCompany’s Form 10-Qs covering periods in 2008, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of Company’s internal accounting controls of the Companycontrol over financial reporting.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(ff), the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(ff), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed in set forth on Schedule 3(ff), since the SEC Reportsfiling of the Company’s 2022 Annual Report, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP, consistently applied during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(aa), during the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed otherwise provided in the SEC Reports, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective 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, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed otherwise provided in the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed Since the date of the Company’s most recent audited financial statements contained in the SEC Reportsa Form 10-K, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as As disclosed in the SEC its Public Reports, the Company maintains a system of does not maintain internal accounting controls sufficient over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that are effective 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, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as As disclosed in the SEC its Public Reports, the Company maintains does not maintain disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECCommission, 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 1934 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. Other than as disclosed in the SEC Reports, during the twelve months prior to a Closing Date, Neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries, except as disclosed in Public Reports.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in 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. Other than as disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as otherwise disclosed in the SEC ReportsDocuments, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over 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 the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as otherwise disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECCommission, 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. Other than Except as otherwise disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the Company 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 Financial Statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed in the SEC Reports, during the twelve months prior to a the Closing Date, the Company has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the Company.

Internal Accounting and Disclosure Controls. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(cc), the Company and each of its Subsidiaries 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(cc), during the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, the Company and each of its subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective 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, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, neither the Company nor any of its subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system internal controls over financial reporting of internal accounting controls the Company or any of its subsidiaries. There are no material disagreements presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company and each of its Subsidiaries 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed in the SEC Reports, during During the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating r elating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed set forth in the SEC ReportsPublic Disclosure Documents, the Company maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act and in National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings) that comply with the requirements of the 1934 Act and Canadian securities Laws and have been designed by, or under the supervision of, the Company's principal executive and principal financial officer, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the SEC ReportsPublic Disclosure Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Actapplicable Securities Laws) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act applicable Securities Law is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECapplicable Securities Law, as applicable, 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 applicable Securities Laws is accumulated and communicated to the Company’s 's management, including its principal principal/chief executive officer or officers and its principal principal/chief financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Other than Except as disclosed set forth in the SEC ReportsPublic Disclosure Documents, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or Governmental Entity relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls control over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed set forth in the SEC ReportsPublic Disclosure Documents, the Company maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) that comply with the requirements of the 1934 Act and Canadian Securities Laws and have been designed by, or under the supervision of, the Company’s principal executive and principal financial officer, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the SEC ReportsPublic Disclosure Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Actapplicable Securities Laws) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act applicable Securities Law is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECapplicable Securities Law, as applicable, 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 applicable Securities Laws is accumulated and communicated to the Company’s management, including its principal principal/chief executive officer or officers and its principal principal/chief financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Other than Except as disclosed set forth in the SEC ReportsPublic Disclosure Documents, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls control over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls customary for the respective businesses of similar type and size as the Company and its Subsidiaries 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed in the SEC Reports, during During the twelve (12) months prior to a Closing Datethe date hereof, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed described in a Company Report, each member of the SEC Reports, the Company Orckit Group maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ia) transactions are executed in accordance with management’s 's general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iiic) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (ivd) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed described in the SEC Reportsa Company Report, the Company Orckit maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company Orckit in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, including controls and procedures designed to ensure that information required to be disclosed by the Company Orckit in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s '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. Other than Except as disclosed described in the SEC Reportsa Company Report, during the twelve months prior to a Closing Date, the Company date hereof no member of the Orckit Group has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of any member of the CompanyOrckit Group.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in Item 9A of the SEC ReportsCompany’s most recent Annual Report on Form 10-K, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective 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, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed in the SEC Reports, during the twelve months prior to a Closing Date, Neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(cc), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 Act is accumulated and communicated to the Company’s '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. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(cc), during the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC Reportson Schedule 3(bb), the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective 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, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Reportson Schedule 3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed in the SEC Reports, during the twelve months prior to a Closing Date, Neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed any material weaknesses related to revenues and accounts receivable balances described in the SEC ReportsCompany’s Annual Report on Form 10-K for the year ended March 31, 2011, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective 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, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed any material weaknesses related to revenues and accounts receivable balances described in the SEC ReportsCompany’s Annual Report on Form 10-K for the year ended March 31, 2011, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed described in the SEC ReportsDocuments, during since the twelve months prior to a Closing Dateend of the Company’s most recent audited fiscal year, (i) the Company has is not received any notice or correspondence from any accountant relating to aware of any material weakness in any part of the system of internal accounting controls of the Company’s internal control over financial reporting or disclosure controls and procedures (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting or disclosure controls and procedures has occurred that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting or disclosure controls and procedures.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company and each of its Subsidiaries 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in 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. Other than Except as disclosed set forth in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than The Company’s disclosure controls and procedures and internal controls over financial reporting are not effective. Except as disclosed set forth in the SEC ReportsCompany’s Quarterly Report on Form 10-Q for the period ended September 30, 2020 (the “10-Q”), the Company is in material compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof. Each member of the Company Group 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 generally accepted accounting principles GAAP and to maintain asset 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 and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the SEC ReportsCompany’s 10-Q, each member of the Company Group maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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. Other than The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company as disclosed of the end of the period covered by the 10-Q. The Company presented in its 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the date of the 10-Q. Since the date of the 10-Q, there have been no changes in the SEC Reportsinternal control over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act) of the Company Group that have materially affected, during the twelve months prior or is reasonably likely to a Closing Datematerially affect, the Company has not received any notice or correspondence from any accountant relating to any material weakness in any part internal control over financial reporting of the system of internal accounting controls of the CompanyCompany Group.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Material Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act1934 Act and applicable Canadian Securities Laws) that are effective in ensuring provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act and the Canadian Securities Laws is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECSEC and the CSA, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act and the applicable Canadian Securities Laws 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. Other than as disclosed in the SEC Reports, during During the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Material Subsidiaries have received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Material Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective 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, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective 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, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and authorization, (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencedifference and (v) the interactive data in XBRL included in the Form 10-Qs and 10-K contained in the SEC Documents (as such terms are defined in the Registration Rights Agreement) fairly present the information called for in all material respects and are prepared in accordance with the SEC’s rules and guidelines applicable thereto. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed in the SEC Reports, during the twelve months prior to a Closing Date, Neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, the Company and each of its Material Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective 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, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, neither the Company nor any of its Material Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Material Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company and each of its Subsidiaries 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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. Other than as disclosed in the SEC Reports, during During the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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. Other than Except as disclosed in set forth on Schedule 3(bb), since the SEC Reports, during the twelve months prior to a Closing Company Effective Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the Company.Company or any of its Subsidiaries. (cc) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect. (dd)

Internal Accounting and Disclosure Controls. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(ff), the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including 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 generally accepted accounting principles IFRS and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(ff), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act and under Canadian Securities Laws is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECSEC and CSA, 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 1934 Act and under Canadian Securities Laws 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. Other than as disclosed in Since the SEC Reportsfiling of the Annual Report on Form 40-F for the year ended July 31, during the twelve months prior to a Closing Date2020, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to provide control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective xx xxxxide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange 1934 Act) that are effective in ensuring effectivx xx xxxuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 Act is accumulated and communicated to the Company’s '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. Other than Except as disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, the Company and each of its Subsidiaries 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 generally accepted accounting principles and to maintain asset 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 and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in 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. Other than Except as disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Datethe date hereof, neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC Public Reports, the Company Borrower 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Public Reports, the Company Borrower maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company Borrower in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files or submits under the Exchange 1934 Act is accumulated and communicated to the CompanyBorrower’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. Other than Except as disclosed in the SEC Public Reports, during the twelve months prior to a Closing Date, the Company date hereof the Borrower has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyBorrower.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act1000 Xxx) that except as disclosed in the SEC Documents, are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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. Other than as disclosed in the SEC Reports, during During the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any potential material weakness not disclosed in the SEC Documents in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP, consistently applied during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over 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 the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the rules and forms of the SEC, 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. Other than Except as disclosed described in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsSchedule 3(cc), the Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsSchedule 3(cc), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 Act is accumulated and communicated to the Company’s '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. Other than as disclosed in the SEC Reports, during During the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness weakness, other than those material weaknesses disclosed in Schedule 3(cc), in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the Company maintains The Issuer and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that, (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP and to maintain asset 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 and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the Company The Issuer maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company Issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, including controls and procedures designed to ensure that information required to be disclosed by the Company Issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the CompanyIssuer’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. Other than Except as disclosed in the SEC ReportsDocuments, during the twelve months prior to a the Amendment and Restatement Closing Date, Date neither the Company Issuer nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyIssuer or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC Reportson Schedule 3.1(ss), the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over 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 the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Reportson Schedule 3.1(ss), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SECCommission, 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. Other than Except as disclosed in the SEC Reportson Schedule 3.1(ss), during the twelve months prior to a Closing Datethe date hereof, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 '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. Other than as disclosed in the SEC Reports, during the twelve months prior to a Closing Date, the Company has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the Company.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC ReportsThe Company and each of its Subsidiaries, the Company maintains if any, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP, consistently applied during the periods involved and Applicable Law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(aa), during the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries, if any, has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries, if any.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 Act is accumulated and communicated to the Company’s '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. Other than Except as disclosed set forth in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP, consistently applied during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(aa), during the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains a system of “internal accounting controls sufficient control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Securities Act) that has been designed by, or under the supervision of, the Company’s principal executive and principal financial offices, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencedifferences. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are effective in ensuring to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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. Other than as Except for the material weakness disclosed in the Company’s SEC Reports, during the twelve months prior to a Closing Date, the Company has not received any notice or correspondence from any accountant or Governmental Authority relating to any other potential material weakness in any part of the system of internal accounting controls over financial reporting of the Company or the Company’s disclosure controls and procedures.

Internal Accounting and Disclosure Controls. Other than Except as disclosed set forth in the SEC ReportsCompany’s Form 10-K for the year ended September 30, 2008 and any of the Company’s Form 10-Q’s covering periods in fiscal 2009, the Company maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective 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, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed set forth in the SEC ReportsCompany’s Form 10-K for the year ended September 30, during 2008 and any of the twelve months prior to a Closing DateCompany’s Form 10-Qs covering periods in fiscal 2009, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of Company’s internal accounting controls of the Companycontrol over financial reporting.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the Company The Borrower and each of its Subsidiaries 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the Company The Borrower maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company Borrower in the reports that it files would be required to file or submits submit under the Exchange 1934 Act after consummation of the IPO is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Borrower in the reports that it files would be required to file or submits submit under the Exchange 1934 Act is accumulated and communicated to the CompanyBorrower’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. Other than as disclosed in the SEC Reports, during During the twelve months prior to a the Closing Date, none of the Company Borrower or any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyBorrower or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed set forth in the SEC ReportsDocuments, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) xxxx xs effective 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, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange 1934 Act) that are xxxx xre effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed set forth in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the Company 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed in the SEC Reports, during the twelve months prior to a the Closing Date, the Company has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the Company.

Internal Accounting and Disclosure Controls. Other than Except as disclosed set forth in the SEC ReportsDocuments, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective 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, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and {AJF/SWJ/019170-000001/00939534} liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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. Other than as disclosed in the SEC Reports, during During the twelve months prior to a Closing Datethe date hereof, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains and its Subsidiaries, on a system of consolidated basis, maintain internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Datethe date hereof, neither the Company nor any of its domestic Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC ReportsThe Company and each of its Subsidiaries, the Company maintains maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP, consistently applied during the periods involved, and Applicable Law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, including 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 1934 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. Other than as disclosed in the SEC Reports, during During the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries, has not received any written notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed described in Item 8A of the Company’s Annual Report on Form 10-KSB filed with the SEC Reportson January 18, 2008 and in Part I, Item 3 of the Company’s Quarterly Report on Form 10-QSB filed with the SEC on February 14, 2008 (collectively, the “Controls Disclosures”), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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. Other than Except as disclosed described in the SEC ReportsControls Disclosures, during the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company and each of its Subsidiaries 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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. Other than Except as disclosed set forth in the SEC ReportsDocuments, during the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC ReportsDocuments, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective 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, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(bb), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(bb), during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed set forth in the SEC ReportsDocuments, the Company maintains Parent and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed set forth in the SEC ReportsDocuments, the Company Parent maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to the CompanyParent’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. Other than Parent has implemented a plan to address the material weaknesses in its internal controls over financial reporting identified by Parent’s accountants and has taken such steps as disclosed in the SEC Reports, during the twelve months prior are commercially reasonable to a Closing Date, the Company has not received any notice or correspondence from any accountant relating to any address such material weakness in any part of the system of internal accounting controls of the Companyweaknesses.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than as disclosed in the SEC Reports, during During the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC ReportsSchedule 3(bb), the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is accumulated and communicated to the Company’s '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. Other than as disclosed in the SEC ReportsSchedule 3(bb), during the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(cc), the Company Parent 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(cc), the Company Parent maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange 1934 Act is accumulated and communicated to the CompanyParent’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. Other than Except as disclosed in the SEC Reportsset forth on Schedule 3(cc), during the twelve months prior to a the Closing Date, none of the Company Companies or Subsidiaries has not received any notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of any of the CompanyCompanies or Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC Reportson Schedule 3(bb)(i), the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective 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, including 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 generally accepted accounting principles GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Reportson Schedule 3(bb)(ii), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed in the SEC Reportson Schedule 3(bb)(iii), during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed described in Item 8A of the Company’s Annual Report on Form 10-KSB filed with the SEC Reportson January 18, 2008 and in Part I, Item 3 of each of the Company’s Quarterly Reports on Form 10-QSB filed with the SEC on February 14, 2008, May 15, 2008 and August 14, 2008 (collectively, the “Controls Disclosures”), the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed described in the SEC ReportsControls Disclosures, during the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the The Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles GAAP, consistently applied during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(aa), during the twelve months prior to a Closing Date, the date hereof neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC ReportsDocuments, including without limitation in Item 9A of the Company’s most recently filed Annual Report on Form 10-K, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1000 Xxx) that is effective 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, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsDocuments, including without limitation in Item 9A of the Company’s most recently filed Annual Report on Form 10-K, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act1000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed in the SEC ReportsDocuments, during including without limitation in Item 9A of the twelve months prior to a Closing DateCompany’s most recently filed Annual Report on Form 10-K, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than as disclosed in the SEC Reports, the Company maintains The Issuer and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that, (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset 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 and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than as disclosed in the SEC Reports, the Company The Issuer maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company Issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, including controls and procedures designed to ensure that information required to be disclosed by the Company Issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the CompanyIssuer’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. Other than Except as disclosed in the SEC ReportsDocuments, during the twelve months prior to a Closing Datethe date hereof, neither the Company Issuer nor any of its Subsidiaries has not received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyIssuer or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in the SEC Reports, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) that is effective 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, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC Reports, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, 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 1934 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. Other than Except as disclosed described in the SEC Reports, during the twelve months prior to a Closing Date, neither the Company nor any of its Subsidiaries has not received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the system of internal accounting controls over financial reporting of the CompanyCompany or any of its Subsidiaries.

Internal Accounting and Disclosure Controls. Other than Except as disclosed in Part II, Item 9A of the SEC Reports2005 10-K and in Part I, Item 4 of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006, each as amended, with respect to deficiencies and weaknesses in controls and procedures,, the Company maintains and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Other than Except as disclosed in the SEC ReportsDocuments, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 under the Exchange Act0000 Xxx) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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. Other than Except as disclosed set forth in the SEC ReportsSchedule 3(bb), during the twelve months prior to a Closing Date, the date hereof neither the Company has not nor any of its Subsidiaries have received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of the CompanyCompany or any of its Subsidiaries.