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

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 23, 20162009, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Sarbanes­Oxley 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 7 comply in all material respects with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 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 in accordance with Exchange Rules. Except as disclosed in Since the General Disclosure Packagedate of the filing of the Company’s Annual Report on Form 10­K for the fiscal year ended December 31, since January 2, 20162022, 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, (Ai) a any significant deficiencydeficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, (B) a process, summarize and report financial data, any material weaknessweakness in Internal Controls, (C) any material change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) any fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”) or (Eii) any material violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the The Company, its subsidiaries Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) to the extent applicable. Except as disclosed in the Time of Sale Prospectus and all applicable Exchange Rules. The the Prospectus, 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 reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and which 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 generally accepted accounting principles generally accepted in the United States and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , (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; differences and (v) The interactive data in eXtensible Business Reporting Language incorporated information relating to the Company, its Subsidiaries and Affiliated Entities is made known to the Company’s principal executive officer and principal financial officer by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rulesothers within those entities. Except as disclosed in the General Disclosure PackageTime of Sale Prospectus and the Prospectus, since January 2the date of the latest audited financial statements included in the Time of Sale Prospectus and the Prospectus, 2016, there has been (i) no material weakness in the Company has Company’s internal control over financial reporting (whether or not publicly disclosed or reported to the Audit Committee or the Board, remediated) and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (Aii) a significant deficiency, (B) a material weakness, (C) no change in Internal Controls the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effectinternal control over financial reporting.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 23, 20162015, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the The Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (v) The the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed set forth in the General Disclosure PackagePackage or disclosed to the Representatives, since January 2December 31, 20162018, 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) a significant deficiency, (B) a material weakness, (C) a change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 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 in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and and, as the date hereof, within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (A) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth disclosed in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable provisions of Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient designed 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 accounting principles generally accepted in the United States 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 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 in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016Package and the Final Prospectus, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities LawsLaws or any matter which, or (F) any other matter involving Internal Controlsif determined adversely, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (v) The the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed set forth in the General Disclosure PackagePackage or disclosed to the Representatives, since January 2December 31, 2016, 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) a significant deficiency, (B) a material weakness, (C) a change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in each of the General Disclosure PackageOffering Circulars, the CompanyIssuer, its subsidiaries Subsidiaries and the CompanyIssuer’s Board board of Directors directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rulesrequirements of Xxxxxxxx- Xxxxx. The Company Issuer 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 applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations of the SEC thereunder (“Xxxxxxxx-Xxxxx”), the ActSecurities Act and the rules and regulations promulgated by the SEC thereunder, and the Exchange Act, the Rules and Regulations and the Exchange Rules rules and regulations promulgated by the SEC thereunder (together, the “Securities Laws”) and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationsauthorisations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles generally accepted applied on a consistent basis in the United States of America (“U.S. GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; authorisation, 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rulesthe rules of the NASDAQ Global Select Market (“NASDAQ”). Except as disclosed in the General Disclosure Package, since January 2, 2016, the Company The Issuer has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 135 days from the Company date hereof the Issuer does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (A) a significant deficiency, (B) a material weakness, (C) material adverse change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other like matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.;

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 the generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference . Since the date of the latest audited financial statements included in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and Final Prospectus, there has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed no change in the General Disclosure Package, since January 2, 2016, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controlsinternal control over financial reporting. The Company uses reasonable best efforts to rectify any material weakness identified in its internal control over financial reporting as soon as possible. The Company will, within a reasonable time after the effectiveness of the Registration Statement, establish and maintain disclosure controls and procedures (Das such term is defined in Rule 13a-15(e) fraud involving management or other employees who have a significant role in Internal Controls, (Eof the Exchange Act) any violation of, or failure to that comply with, with the Securities Laws, or (F) any other matter involving Internal Controls, except, requirements of the Exchange Act. Except as disclosed in the case General Disclosure Package and the Final Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (Ai) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (F)ii) no change in the Company’s internal control over financial reporting that has materially affected, as would not or is reasonably be expected likely to have a Material Adverse Effectmaterially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth disclosed in the Registration Statement, the General Disclosure PackagePackage and the final prospectus, (i) the Company, its subsidiaries the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with the provisions of Xxxxxxxx-Xxxxx and all Exchange Rules that are applicable Exchange Rules. The to them as of the date of this Agreement, and (ii) the Company maintains and each of the Controlled Entities maintain 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; , (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; , and (vE) The interactive data the Company has made and kept books, records and accounts which, in eXtensible Business Reporting Language incorporated by reference in reasonable detail, accurately and fairly reflect the Registration Statement transactions and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretodispositions of assets. The Internal Controls are are, or upon consummation of this offering will be, overseen by the Audit Committee (the “Audit Committee”) of the Board Board. The Company’s internal controls over financial reporting and disclosure controls (as such terms are defined in accordance Rule 13a-15(f) and Rule 13a-15(e) of the Exchange Act, respectively) comply with the requirements of the Exchange RulesAct. Except as disclosed in the Registration Statement, the General Disclosure Package, since January 2, 2016Package and the Final Prospectus, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the The Company, its subsidiaries Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx that are applicable and all applicable Exchange Rules. The Except as disclosed in the Registration Statement, General Disclosure Package and Final Prospectus, 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States U.S. Generally 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 Company has made and (v) The interactive data kept books, records and accounts which, in eXtensible Business Reporting Language incorporated by reference in the Registration Statement reasonable detail, accurately and the General Disclosure Package fairly presents the information called for reflect in all material respects the transactions and has dispositions of assets of such entity. Except as disclosed in the Registration Statement, General Disclosure Package and Final Prospectus, since the date of the most recent evaluation of the Internal Controls, there have been prepared no significant changes in accordance the Internal Controls or in other factors that could significantly affect the Internal Controls, including any corrective actions with the Commission’s rules regard to significant deficiencies and guidelines applicable theretomaterial weaknesses. 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 in accordance with Exchange Rules. Except as disclosed in the Registration Statement, General Disclosure Package, since January 2, 2016Package and Final Prospectus, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. The Company has taken all necessary actions to ensure that, upon and at all times after the filing of the Initial Registration Statement, the Company and its Subsidiaries and their respective officers and directors, in their capacities as such, will be in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth disclosed in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 the generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference . Since the end of the Company’s most recent audited fiscal year, there has been no adverse change in the Registration Statement and Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the CommissionCompany’s rules and guidelines applicable theretointernal control over financial reporting. The Internal Controls are are, or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Xxxxxxxx-Xxxxx, all applicable Rules and Regulations promulgated under the Exchange RulesAct and the rules and regulations of the NASDAQ. Except as disclosed in the Registration Statement, the General Disclosure Package, since January 2, 2016Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days 135 days, the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (A) a “significant deficiency, (B) a ” or “material weakness” (each, (C) as defined in Rule 12b-2 of the Exchange Act), a change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, Xxxxxxxx-Xxxxx, all applicable Rules and Regulations promulgated under the Securities LawsExchange Act and the rules and regulations of the NASDAQ, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the The Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States applied on a consistent basis (“GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; , (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; differences and (vE) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Company has adopted and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoapplies corporate governance guidelines. 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 in accordance with Exchange Rules. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, since January 2the date of the Company’s most recently audited fiscal year, 2016, the Company there has not publicly disclosed or reported to the Audit Committee or the Boardbeen, and within the next 90 180 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or of the Board, (A) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlsinternal controls that, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (v) The the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed set forth in the General Disclosure PackagePackage or disclosed to the Representatives, since January 2December 31, 2016, 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) a significant deficiency, (B) a material weakness, (C) a change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) that (A) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, particularly during the periods in which the filings made by the Company with the Commission which it may make under Section 13(a), 13(c) or 15(d) of the Exchange Act are being prepared, (B) have been evaluated for effectiveness as of the Company’s most recent fiscal quarter and (C) are effective to perform the functions for which they were established. The Company has established and maintains internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) that (a) 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 and (b) have been evaluated by the management of the Company (including the Company’s Chief Executive Officer and Chief Financial Officer) for effectiveness as of the end of the Company’s most recent fiscal year. The management of the Company (including the Company’s Chief Executive Officer and Chief Financial Officer) has evaluated any change that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting as of the end of the Company’s most recent fiscal quarter. In addition, not later than the date of the filing with the Commission of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, each of the accountants and the audit committee of the board of directors of the Company have been advised of (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting. Except as set forth described in the General Disclosure PackagePackage and the Final Prospectus, since the Company, its subsidiaries and end of the Company’s Board of Directors most recent audited fiscal year, there has been (the “Board”I) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted no material weakness in the United States and to maintain accountability for assets, Company’s internal control over financial reporting (iiiwhether or not remediated) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (vII) The interactive data in eXtensible Business Reporting Language incorporated by reference no change in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the CommissionCompany’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, internal control over financial reporting (D) fraud involving management or other employees who have a significant role except changes in Internal Controls, connection with the merger of the Company and AmSouth Bancorporation (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F“AmSouth”), as would not reasonably be expected to have a Material Adverse Effect).

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with the applicable provisions of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains a system of “internal controlscontrols over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, procedures and 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 Xxxxxxxx-Xxxxx, the Act, Securities Laws (to the Exchange Act, the Rules and Regulations and the Exchange Rules extent applicable) 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 accounting principles generally accepted in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 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 in accordance with Exchange Rules. Except as disclosed in to the General Disclosure Package, since January 2, 2016Underwriters, 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) a “significant deficiency”, (B) a “material weakness” (each as defined in Rule 12b-2 of the Exchange Act), (C) adverse change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), or any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. [Except as set forth disclosed in the General Disclosure Package, Package and the Final Prospectus,] the Company, its subsidiaries the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with the provisions of Xxxxxxxx-Xxxxx and all Exchange Rules that are applicable Exchange Rulesto them as of the date of this Agreement. The Company maintains and each of the Controlled Entities maintain 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules Securities Laws and are sufficient to provide reasonable assurances assurances, regarding the reliability of financial reporting, 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. generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are will be, upon consummation of the offering of the Offered Securities, overseen by the an Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed Since the end of the Company’s latest audited consolidated financial statements included in the General Disclosure Package, since January 2, 2016, there has been (i) no significant deficiency or material weakness in the Company has Company’s internal control over financial reporting (whether or not publicly disclosed or reported to remediated) ,(ii) no change in 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 BoardCompany’s internal control over financial reporting, (Aiii) no fraud involving management or other employees who have a significant deficiency, (B) a material weakness, (C) change role in Internal Controls and (iv) any violation of, or failure to comply with, the Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (each, an “Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply withControl Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the Securities LawsExchange Rules and, or (F) any other matter involving Internal Controlswith respect to independent directors who are members of the Audit Committee, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse EffectSarbanes Oxley.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure PackageProspectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and all applicable Exchange Rulesrules of the Exchange. 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 Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the Rules rules and Regulations regulations of the Commission, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board (“PCAOB”) and the Exchange Rules (collectively, the “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 accounting principles generally accepted in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls (that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s Internal Controls), (D) or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act and all applicable Exchange Rules. The ; 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States (“U.S. GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; , (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; , and (vE) The interactive data the Company has made and kept books, records and accounts which, in eXtensible Business Reporting Language incorporated by reference in reasonable detail, accurately and fairly reflect the Registration Statement transactions and dispositions of the General Disclosure Package fairly presents the information called for in all material respects Company and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoits subsidiaries. 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 in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act and the Exchange Rules.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries The Partnership Entities and the Company’s Board of Directors of the General Partner (the “Board”) are in compliance with all applicable provisions of Xxxxxxxx-Xxxxx Xxxxx, the Exchange Act and all applicable the Exchange Rules. The Company Partnership maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and matters, internal controls over financial reportingreporting (as defined in Rule 13a-15(f) of the Exchange Act), an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxxthe applicable Securities Laws and have been designed by, or under the Actsupervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the Exchange Act, the Rules and Regulations reliability of financial reporting and the Exchange Rules and preparation of financial statements for external purposes in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The Partnership maintains Internal Controls that 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 accounting principles generally accepted in the United States GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; , and (v) The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and each of the General Disclosure Package fairly presents and the information called for in all material respects and has been Final Offering Memorandum is prepared in accordance with the Commission’s 's rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure PackageThe Partnership is not aware of any, since January 2, 2016, the Company and has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 135 days the Company Partnership does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (Ai) a significant deficiency, (Bii) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (Diii) fraud involving management or other employees who have a significant role in Internal Controls, (Eiv) any violation of, or failure to comply with, the Securities Laws, or (Fv) any other matter involving Internal Controlswhich, exceptif determined adversely, would result with respect to (v) individually or in the case of (A) and (F), as would not reasonably be expected to have aggregate in a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the The Company, its subsidiaries Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”) are will be in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and all applicable Exchange Rulesrules of the Nasdaq Global Market upon the completion of the offering of the Shares. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, 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 Xxxxxxxx-Xxxxx, all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the Rules Xxxxxxxx-Xxxxx Act, the rules and Regulations and regulations of the Exchange Rules Commission, the rules of the Nasdaq Global Market 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 generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are are, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rulesthe rules of the Nasdaq Global Market. Except as disclosed in the General Disclosure PackageRegistration Statement, since January 2, 2016the Time of Sale Prospectus and the Prospectus, 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 BoardBoard within the next 135 days, (A) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected(each, or is reasonably likely to materially affectan “Internal Control Event”), the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Lawssuch laws and regulations, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of Nasdaq Global Market.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure PackageProspectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and all applicable rules of The NASDAQ Global Market (“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 applicable provisions of Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the Rules rules and Regulations regulations of the Commission, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board (“PCAOB”) and the Exchange Rules (collectively, the “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 accounting principles generally accepted in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016to Xxxxx, 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) a significant deficiency, (B) a material weakness, (C) adverse change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), or any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxxxxx- Xxxxx 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 in all material respects with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 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 in accordance with Exchange Rules. Except as disclosed in Since the General Disclosure Packagedate of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, since January 2, 20162017, 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, (Ai) a any significant deficiencydeficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, (B) a process, summarize and report financial data, any material weaknessweakness in Internal Controls, (C) any material change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) any fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”) or (Eii) any material violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the The Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Sarbanes Oxley”) and all applicable rules of The Nasdaq Stock Market (the “Exchange Rules,” and together with the Securities Act, the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). 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 reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxxapplicable Securities Laws and have been designed by, or under the Actsupervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the Exchange Act, the Rules and Regulations reliability of financial reporting and the Exchange Rules and are preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances 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 U.S. generally accepted accounting principles generally accepted in the United States (“U.S. GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; , and (v) The the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoSEC Filings is accurate. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the 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) a significant deficiency, (B) a material weakness, (C) adverse change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. Since the date of the most recent evaluation of the Company’s disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses. The principal executive officer and principal financial officer of the Company have made all certifications required by Sarbanes Oxley and any related rules and regulations promulgated by the SEC, and the statements contained in each such certification are complete and correct.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth disclosed in the Registration Statement, the General Disclosure PackagePackage and the final prospectus, the Company, its subsidiaries the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with the provisions of Xxxxxxxx-Xxxxx and all Exchange Rules that are applicable Exchange Rulesto them as of the date of this Agreement. The Company maintains and each of the Controlled Entities maintain 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; , (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; , and (vE) The interactive data the Company has made and kept books, records and accounts which, in eXtensible Business Reporting Language incorporated by reference in reasonable detail, accurately and fairly reflect the Registration Statement transactions and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretodispositions of assets. The Internal Controls are are, or upon consummation of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board Board. The Company’s internal controls over financial reporting and disclosure controls (as such terms are defined in accordance Rule 13a-15(f) and Rule 13a-15(e) of the Exchange Act, respectively) comply with the requirements of the Exchange RulesAct. Except as disclosed in the Registration Statement, the General Disclosure Package, since January 2, 2016Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 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 in accordance with Exchange Rules. Except as disclosed in Since the General Disclosure Packagedate of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, since January 2, 20162018, 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, (Ai) a any significant deficiencydeficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, (B) a process, summarize and report financial data, any material weaknessweakness in Internal Controls, (C) any material change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) any fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”) or (Eii) any material violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth disclosed in the Registration Statement, the General Disclosure PackagePackage and the final prospectus, the Company, its subsidiaries the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with the provisions of Xxxxxxxx-Xxxxx and all Exchange Rules that are applicable Exchange Rulesto them as of the date of this Agreement. 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; , (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; , and (vE) The interactive data the Company has made and kept books, records and accounts which, in eXtensible Business Reporting Language incorporated by reference in reasonable detail, accurately and fairly reflect the Registration Statement transactions and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretodispositions of assets. The Internal Controls are are, or upon consummation of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board Board. The Company’s internal controls over financial reporting and disclosure controls (as such terms are defined in accordance Rule 13a-15(f) and Rule 13a-15(e) of the Exchange Act, respectively) comply with the requirements of the Exchange RulesAct. Except as disclosed in the Registration Statement, the General Disclosure Package, since January 2, 2016Package and the Final Prospectus, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all rules and regulations promulgated thereunder or implementing provisions thereof and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and proceduresprocedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are are, or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package, since January 2, 2016, Package and the Final Prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and all applicable Exchange Rules.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains and the Controlled Entities maintain 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 the generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , (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; and , (v) The interactive data material information relating to the Company and the Controlled Entities is made known to the Company’s chief executive officer and chief financial officer by others within those entities and (vi) each of the Company and the Controlled Entities has made and kept books, records and accounts which, in eXtensible Business Reporting Language incorporated by reference reasonable detail, accurately and fairly reflect the transactions of such entity and provide a sufficient basis for the preparation of financial statements in conformity with the generally accepted accounting policies in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoUnited States. The Internal Controls are Controls, upon consummation of the offering of the Offered Shares, will be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package, since January 2, 2016, Package and the Final Prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” 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) a significant deficiency, (B) a material weakness, (C) 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 Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the Company’s latest audited consolidated financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controlsinternal control over financial reporting or fraud, (D) fraud whether or not material, involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse EffectCompany’s control over financial reporting.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the The Company, its subsidiaries and the Company’s Board of Directors its directors (the “Board”in their capacities as such) are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States U.S. General Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , (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; and , (v) The the Company has adopted and applies corporate governance guidelines and (vi) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, a Statutory Prospectus and the General Disclosure Package fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the 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 BoardBoard within the next 90 days, (A) a significant deficiency, (B) a material weakness, (C) weakness or change in Internal Controls that has materially affectedof the Company, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) any violation ofan “Internal Control Event”), other than those which would not, individually or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F)aggregate, as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth disclosed in the General Disclosure PackageRegistration Statement, the Company, its subsidiaries Time of Sale Prospectus and the Company’s Board of Directors (Prospectus, the “Board”) are in compliance 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, internal controls over accounting matters and financial reporting, reporting and an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 generally accepted accounting principles generally accepted in the United States and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are are, or upon consummation of the offering of the Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rulesthe rules of the NASDAQ Global Market. Except as disclosed in the General Disclosure PackageRegistration Statement, since January 2, 2016the Time of Sale Prospectus and the Prospectus, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, of the Securities Laws, or Xxxxxxxx-Xxxxx Act of 2002 (F) any other matter involving Internal Controls, except, in the case of (A“Xxxxxxxx-Xxxxx Act”) and (F), as applicable rules of the NASDAQ Global Market which would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of NASDAQ Global Market.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the The Company, its subsidiaries Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”) ), upon the effectiveness of the Registration Statement, are and, upon the completion of the offering of the Shares, will be in compliance with the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) and all applicable Exchange Rulesrules of the Nasdaq. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are are, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rulesthe rules of the Nasdaq. Except as described in the Time of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the General Disclosure Package, since January 2, 2016Time of Sale Prospectus, 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected(each, or is reasonably likely to materially affectan “Internal Control Event”), the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Lawssuch laws and regulations, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of Nasdaq.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance compliance, in all material respects, with all applicable provisions of Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 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 in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving relating to Internal ControlsControls which, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in material compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (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; and (v) The the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2December 29, 20162012, 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) a significant deficiency, (B) a material weakness, (C) a change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A), (E) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth disclosed in the Registration Statement, the General Disclosure PackagePackage or the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable provisions of Xxxxxxxx-Xxxxx and all applicable the 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 complies with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and applicable Securities Laws are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with the Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure PackagePackage or the Prospectus, since January 2the end of the Company’s most recent audited fiscal year, 2016, there has been (i) no material weakness in the Company has Company’s internal control over financial reporting (whether or not publicly disclosed or reported to the Audit Committee or the Board, remediated) and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (Aii) a significant deficiency, (B) a material weakness, (C) no change in Internal Controls the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controlsinternal control over financial reporting. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, since the date of the most recent balance sheet of the Company reviewed or audited by the Company’s accountants, (Di) fraud involving the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Internal Controlsthe internal controls of the Company, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F)ii) there have been no significant changes in internal controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, as would not reasonably be expected including any corrective actions with regard to have a Material Adverse Effectsignificant deficiencies and material weaknesses.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the The Company, its subsidiaries and the Company’s 's Board of Directors (the “"Board”") are in compliance 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “"Internal Controls”") that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules Securities Laws and are sufficient to provide reasonable assurances 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 generally accepted in the United States applied on a consistent basis ("GAAP") and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s 's general or specific authorization; , (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; differences and (vE) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Company has adopted and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoapplies corporate governance guidelines. 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 in accordance with Exchange Rules. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, since January 2the date of the Company's most recently audited fiscal year, 2016, the Company there has not publicly disclosed or reported to the Audit Committee or the Boardbeen, and within the next 90 180 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or of the Board, (A) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an "Internal Control Event"), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlsinternal controls that, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure PackageDisclosure, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxxxxx- Xxxxx 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 in all material respects with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 generally accepted accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are are, or upon consummation of the offering of the Senior Notes will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in Since the General Disclosure Package, since January 2, 2016date of the filing of the Company’s Annual Report, 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, (Ai) a any significant deficiencydeficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, (B) a process, summarize and report financial data, any material weaknessweakness in Internal Controls, (C) any material change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) any fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”) or (Eii) any material violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the The Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with all applicable Exchange Rules and all provisions of Xxxxxxxx-Xxxxx that are effective and all applicable Exchange Rulesto the Company, its subsidiaries and the Board. 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 reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, requirements of the Exchange Act, the Rules and Regulations and the Exchange Rules Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; , (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; differences and (vE) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Company has adopted and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoapplies corporate governance guidelines. 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 in accordance with Exchange Rules. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, since January 2the date of the Company’s most recently audited fiscal year, 2016, the Company there has not publicly disclosed or reported to the Audit Committee or the Boardbeen, and within the next 90 180 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or of the Board, (A) a significant deficiency, (B) a material weakness, (C) adverse change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlsinternal controls that, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules as applicable. 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are effective and are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the The Company has not publicly disclosed or reported to the Audit Committee or the Board, except as set forth in the General Disclosure Package and the Final Prospectus under the heading “Risk Factors,” 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and Subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) 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, controls over financial reporting and disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act and a system of internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient designed 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 generally accepted accounting principles generally accepted in of the United States (“GAAP”) 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed Since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package, since January 2, 2016Package and the Final Prospectus, the Company has not publicly disclosed identified (i) any material weakness in the Company’s internal control over financial reporting (whether or reported to the Audit Committee not remediated) 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, (Aii) a significant deficiency, (B) a material weakness, (C) any change in Internal Controls the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure internal control over financial reporting. The Company has not determined that its disclosure controls and procedures are ineffective to comply with, perform the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effectfunctions for which they were established.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except The Company is in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx Act of 2002, as set forth amended (“Xxxxxxxx-Xxxxx”) and all applicable rules of the Nasdaq Stock Market, including any applicable phase-in periods specified by the General Disclosure Package, rules of the Company, its subsidiaries and the Company’s Board of Directors Nasdaq Stock Market (the “Board”) are in compliance with 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in International Financial Reporting Standards as issued by the United States International Accounting 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; 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee audit committee of the Board of Directors of the Company (the “Audit Committee”) of the Board in accordance with applicable Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the The Company has not publicly disclosed or reported to the Audit Committee or the Board of Directors of the Company (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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. For purpose of this section, “Securities Law” shall mean, collectively, the Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board (the “PCAOB”) and, as applicable, the Exchange Rules.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules presently in effect and with which the Company, its subsidiaries and the Board are required to comply as of the effectiveness of the Registration Statement. 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 Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in International Financial Reporting Standards (“IFRS”) as issued by the United States International Accounting Standards Board (“IASB”), and the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 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 in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect. The Internal Controls maintained by the Company are “disclosure controls and procedures” and “internal control over financial reporting” within the meaning of such terms under National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings and are in compliance with the certification requirements thereof with respect to the Company’s annual and interim filings with the Canadian Commissions. (dd) Independent Auditors. PricewaterhouseCoopers Ltda., Montevideo, Uruguay, a member firm of PricewaterhouseCoopers (“PricewaterhouseCoopers”), who have audited the consolidated financial statements of the Company included in the General Disclosure Package and Canadian Prospectuses are an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board and as required by the Securities Act and within the meaning of Canadian Securities Laws.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure PackagePackage and the Final Offering Circular, the Company, its it subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx and all applicable the Exchange Rules, in each case to the extent applicable. 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 reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) ), that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , (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; differences and (v) The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents and the information called for in all material respects and has been Final Offering Circular is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are are, and upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the 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) a significant deficiency, (B) a material weakness, (C) change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal ControlsControls (each, (E) an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controlswhich, exceptif determined adversely, would result in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) 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, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules 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 accounting principles generally accepted in the United States 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; and (v) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 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 in accordance with Exchange Rules. Except as disclosed set forth in the General Disclosure Package, since January 2, 2016Package or has already been publicly disclosed, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days neither the Company does not reasonably expect to publicly disclose or report to nor the Audit Committee has (i) reason to believe there exists a material weakness relating to Internal Controls or the Board, (Aii) concluded there exists a significant deficiency, (B) a material weakness, (C) change in deficiency relating to Internal Controls or fraud relating to Internal Controls involving one or more of the named executive officers (as defined in Item 402(a)(3) of Regulation S-K of the Rules and Regulations) who are both identified by the Company in its Proxy Statement filed with the Commission on April 4, 2007 and still employed by the Company as of the date hereof that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.