Common use of Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act Clause in Contracts

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances 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 U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”) in accordance with the rules and regulations promulgated by the Commission and the New York Stock Exchange. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a material weakness or a material change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act or the Exchange Act, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company’s Internal Controls were effective as of December 31, 2011 and the Company is not aware of any material weakness or significant deficiency in its Internal Controls.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is in compliance with Xxxxxxxx-Xxxxx, to the extent applicable to the Company, and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Exchange Act Securities Laws and are sufficient to provide reasonable assurances 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 U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”) in accordance with the rules and regulations promulgated by the Commission and the New York Stock ExchangeExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Boarddisclosed, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness or a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act or the Exchange ActLaws, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company’s Internal Controls were effective as of December 31, 2011 and the Company is not aware of any material weakness or significant deficiency in its Internal Controls.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company is in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, including disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Exchange Act applicable Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationsauthorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. General Accepted International Financial Reporting Standards as issued by the International Accounting Principles Standards Board (“IFRS”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”) in accordance with the rules and regulations promulgated by the Commission and the New York Stock Exchangeapplicable Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a material weakness or significant deficiency, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”)Controls, any violation of, or failure to comply with, the Securities Act or the Exchange ActLaws, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company’s Internal Controls were effective as of December 31, 2011 and the Company is not aware of any material weakness or significant deficiency in its Internal Controls.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. From and after the date of the initial filing of the Registration Statement and except as set forth in the General Disclosure Package, the Company, its subsidiaries and the composition of the Company’s Board of Directors (the “Board”) and committees thereof are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, procedures and internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls reporting (collectively, “Internal Controls”) that comply with the Exchange Act Securities Laws and are sufficient to provide reasonable assurances 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 U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”) in accordance with the rules and regulations promulgated by the Commission and the New York Stock ExchangeExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness or a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act or the Exchange ActLaws, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company’s Internal Controls were effective as of December 31, 2011 and the Company is not aware of any material weakness or significant deficiency in its Internal Controls.