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

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on the part of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada 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. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on the part of the Company, its subsidiaries any Nutrien Subsidiary or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange ActAct and as contemplated by the certifications required under National Instrument 52-109 — Certification of Disclosure in Issuer’s Annual and Interim Filings) that are designed to ensure that information required to be disclosed by the Company in its filings with the reports that it files or submits Commission under the Exchange Act and the Qualifying Authorities is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or the Qualifying Authorities’ rules and forms, as applicable, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on Except as set forth in the part of General Disclosure Package, the Company, its subsidiaries or and the Company’s Board of Directors to comply (the “Board”) are in all material respects compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the all applicable rules and regulations of the New York Stock ExchangeExchange Rules. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange Act), including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the requirements of the Exchange Act Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada 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 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. Such internal controls The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the rules and regulations under Audit Committee or the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reportingBoard, and there has been no within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, material weakness, change in the Company’s internal control over financial reporting Internal Controls (that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures Internal Controls), or fraud involving management or other employees who have a significant role in Internal Controls (as such term is defined in Rule 13a-15(e) under each, an “Internal Control Event”), any violation of, or failure to comply with, the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files Securities Laws, or submits under the Exchange Act is recordedany other matter which, processedif determined adversely, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosurewould have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on Except as disclosed in the part of Registration Statement or the Prospectus, the Company, its subsidiaries or Subsidiaries and the Company’s Board of Directors to comply are in compliance with all material respects applicable provisions of Xxxxxxxx-Xxxxx and 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 complies with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and 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 Canada 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 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. Such internal controls The Internal Controls are overseen by the Audit Committee of the Board in all material respects (the “Audit Committee”) in accordance with the rules and regulations under the Exchange ActRules. Except as disclosed in the General Disclosure Package and Registration Statement or the Prospectus, since the end of the Company’s most recent audited fiscal year, there are has been (i) no material weaknesses weakness in the Company’s internal control over financial reporting, reporting (whether or not remediated) and there has been (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. The Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent balance sheet of the Company employs disclosure reviewed or audited by the Company’s accountants, (i) 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 procedures (as such term is defined B) any fraud, whether or not material, that involves management or other employees who have a significant role in Rule 13a-15(ethe internal controls of the Company, and (ii) under there have been no significant changes in internal controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses. “Securities Laws” means, collectively, the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), the Securities Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) that are designed to ensure that information required to be disclosed promulgated or approved by the Public Company in Accounting Oversight Board and, as applicable, the reports that it files or submits under rules of the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure(“Exchange Rules”).

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on the part of the The Company, its subsidiaries or and the Company’s Board of Directors to comply are in all material respects compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the all applicable rules and regulations of the New York Stock ExchangeExchange Rules. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system its subsidiaries maintain systems of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under of the Exchange Act) that comply with the requirements of the Exchange Act and are have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. 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 accounting principles generally accepted in Canada 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. Such Based on the Company’s most recent evaluation of its internal controls are overseen by the Audit Committee over financial reporting pursuant to Rule 13a-15(c) of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reportingreporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and there has been no change report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role 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 controls over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on the part of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada 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. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on Except as disclosed in the part Time of Sale Prospectus and the Prospectus, the Company, its subsidiaries or the Company’s Board Subsidiaries and their respective board of Directors to comply in all material respects with the applicable provisions directors maintain a system of the Xxxxxxxx-Xxxxx Act of 2002 internal controls, including, but not limited to, disclosure controls and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among otherprocedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (without duplication): (xcollectively, “Internal Controls”) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act 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 Canada 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 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. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed described in the General Disclosure Package Registration Statement, Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there are has been (a) no material weaknesses weakness that the Company is aware of in the Company’s internal control over financial reporting, reporting (whether or not remediated) and there has been (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and procedures all rules and regulations promulgated thereunder or implementing the provisions thereof (as such term is defined in Rule 13a-15(e) under the Exchange “Xxxxxxxx-Xxxxx Act”) that are designed to ensure that information then in effect and with which the Company is required to be disclosed by comply as of the Company in effectiveness of the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosureRegistration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on the part of the Company, its subsidiaries any Nutrien Subsidiary or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange ActAct and as contemplated by the certifications required under National Instrument 52-109—Certification of Disclosure in Issuer’s Annual and Interim Filings) that are designed to ensure that information required to be disclosed by the Company in its filings with the reports that it files or submits Commission under the Exchange Act and the Qualifying Authorities is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or the Qualifying Authorities’ rules and forms, as applicable, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on The Company has taken all necessary actions to ensure that, upon the part effectiveness of the CompanyRegistration Statement, its subsidiaries or the Company’s Board of Directors to comply it will be in compliance with all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement. Except as disclosed in 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 and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations, including without limitation, the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains Commission, the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) rules of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act Nasdaq Stock 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 Canada 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 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) material 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 others within those entities. Such internal controls are Upon consummation of the offering of the Shares, the Internal Controls will be, overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board in all material respects of Directors (the “Board”) in accordance with the rules of the NASDAQ Stock Market. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the Board a significant deficiency, material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ Stock Market and, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of NASDAQ Stock Market. Except as disclosed Since the date of the latest audited financial statements included in the General Disclosure Package Time of Sale Prospectus and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on Except as disclosed in the part of General Disclosure Package and the Final Prospectus, the Company, its subsidiaries or the Company’s Controlled Entities and the Board of Directors to comply have been and are in all material respects compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the all Exchange Rules that are applicable rules and regulations to them as of the New York Stock Exchangedate of this Agreement. The Company has devised and established each of the Controlled Entities maintain a system of internal controls, including, but not limited to, disclosure controls and maintains the following, among otherprocedures, internal controls (without duplication): (x) a system of “internal over accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act matters and (y) “internal control over financial reporting” , an internal audit function and legal and regulatory compliance controls (as such term is defined in Rule 13a-15(f) under the Exchange Actcollectively, “Internal Controls”) that comply with the requirements of the Exchange Act 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 Canada 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. Such internal controls The Internal Controls are overseen by the an Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with Exchange Rules. Since the rules and regulations under end of the Exchange Act. Except as disclosed Company’s latest audited consolidated financial statements included in the General Disclosure Package and the ProspectusPackage, there are has been (i) no significant deficiency or material weaknesses weakness in the Company’s internal control over financial reporting (whether or not remediated) ,(ii) no adverse change in the Company’s internal control over financial reporting, (iii) no fraud involving management or other employees who have a significant role in Internal Controls and there has been no change in (iv) any violation of, or failure to comply with, the Company’s internal control over financial reporting Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (each, an “Internal Control Event”). The Company employs disclosure controls Each of the Company’s independent directors meets the criteria for “independence” under the rules and procedures (as such term is defined in Rule 13a-15(e) regulations under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under , the Exchange Act is recordedRules and, processedwith respect to independent directors who are members of the Audit Committee, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosureSarbanes Oxley.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on Except as set forth in the part of Registration Statement, the CompanyGeneral Disclosure Package and the Final Prospectus, its subsidiaries or solely to the Company’s Board of Directors to comply in all material respects with the applicable provisions of extent that the Xxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations promulgated by the Commission and the Stock Exchange thereunder (the “Xxxxxxxx-Xxxxx Act”) have been and are applicable to the Company, there is and has been no failure on the part of the New York Stock ExchangeCompany to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” reporting (as such term is defined in Rule 13a-15(f) under of the Exchange Act) (“Internal Controls”) that comply (i) complies with the applicable requirements of the Exchange Act Act, (ii) has been designed by the Company’s principal executive officer and are principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, (iii) is sufficient to provide reasonable assurances assurance 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 the generally accepted accounting principles generally accepted in Canada 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 and 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. Such The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the applicable requirements of the Exchange Act and have been designed to ensure that 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. The Company’s Internal Controls and disclosure controls and procedures are effective to perform the functions for which they were established, are documented properly and the implementation of such internal accounting and financial reporting controls are monitored by the responsible persons. The Internal Controls, upon consummation of the offering of the Offered Securities, will be overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with the rules and regulations under the Exchange ActRules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” there are no material weaknesses or significant deficiencies in the Company’s internal control over Internal Controls and disclosure controls and procedures; since the date of the latest audited financial reportingstatements included in the Preliminary Prospectus and the Final Prospectus, and there has been no material adverse change in the Company’s internal control over financial reporting Internal Controls. The Company and its auditors have not been advised of (i) any fraud involving management or other employees who have a significant role in Internal Controls or (ii) 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. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosureInternal Controls.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is no failure on Except as set forth in the part of General Disclosure Package, the Company, its subsidiaries or and the Company’s Board of Directors to comply (the “Board”) are in all material respects compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all Exchange Rules, to the extent applicable rules and regulations as of the New York Stock Exchangedate hereof. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system systems of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under of the Exchange Act) (“Internal Controls”) that comply with the requirements of the Exchange Act and are have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), 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 accounting principles generally accepted in Canada 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. Such internal controls are The Internal Controls 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 all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingRules. The Company employs disclosure controls has not publicly disclosed or reported to the Audit Committee or the Board, and procedures (as such term is defined in Rule 13a-15(e) under within the Exchange Act) that are designed to ensure that information required to be disclosed by next 90 days the Company in the reports that it files does not reasonably expect to publicly disclose or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated report to the Company’s managementAudit Committee or the Board, as appropriatea significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to allow timely decisions regarding disclosurecomply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is and has been no failure on the part of the Company, its subsidiaries or Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”), in their capacities as such, to comply in all material respects with the applicable provisions any provision of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications and all applicable rules of the NASDAQ Global Market upon the completion of the offering of the Shares to the extent applicable. 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 all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains Commission, the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) rules of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act 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 Canada 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 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. Such internal controls are The Internal Controls are, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with the rules and regulations under of the Exchange ActNASDAQ Global Market. Except as disclosed in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company’s auditors and the Audit Committee have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control controls over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to Each of the Company’s managementindependent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, as appropriate, to allow timely decisions regarding disclosurethe rules and regulations of the Commission and the rules of the NASDAQ Global Market.