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

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and its subsidiaries are in compliance in all material respects with the 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” and “internal control over financial reporting” as defined in Rules 13a-15(e) and 13a-15(f), respectively, of the Exchange Act (collectively, “Internal Controls”), that comply with applicable 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 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. 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 Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. 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 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 comply 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. The Company and its subsidiaries are in compliance in all material respects with the 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” and “internal control over financial reporting” reporting (as such term is defined in Rules 13a-15(eRule 13a-15(f) and 13a-15(f), respectively, of the Exchange Act Act) (collectively, “Internal Controls”), ) that comply with applicable 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 GAAP the generally accepted accounting principles 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. The Internal Controls areExcept as disclosed in the General Disclosure Package and the Final Prospectus, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a 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 comply 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. The Company and Except as set forth in the Prospectus, 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 Xxxxxxxx-Xxxxx and the all applicable rules thereof 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 control controls over financial reporting” as defined in Rules 13a-15(e) and 13a-15(f), respectively, of the Exchange Act accounting matters (collectively, “Internal Controls”), that comply with applicable 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 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. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), or any violation of, or failure to comply 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. The Company and its subsidiaries directors or officers, in their capacities as such, are in compliance in all material respects with the all applicable provisions of Xxxxxxxx-Xxxxx (including Section 402 related to loans and Sections 302 and 906 related to certifications) and the Exchange Rules. The Company maintains (i) has taken all necessary steps to ensure that the Company will maintain a system of internal controls, including, but not limited to, “disclosure controls and procedures” , internal controls over accounting matters and “internal control over financial reporting” as defined in Rules 13a-15(e) , an internal audit function and 13a-15(f), respectively, of the Exchange Act legal and regulatory compliance controls (collectively, “Internal Controls”), ) that comply complies with the applicable Securities Laws and are (ii) currently maintains a system of internal accounting controls that is 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 GAAP U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) 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. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with the Exchange Rules. 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 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”)Controls, any violation of, or failure to comply with, the applicable Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as set forth in the General Disclosure Package and the Final Offering Circular, the Company and its subsidiaries Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx and the all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, “disclosure controls and procedures” and “internal control over financial reporting” (as defined in Rules 13a-15(eRule 13a-15(f) and 13a-15(f), respectively, of the Exchange Act Act) (collectively, “Internal Controls”), ) that comply complies with applicable the Securities Laws and are is 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 GAAP 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 and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with the Exchange Rules. The Since March 31, 2011, 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, Board a 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 comply 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. The Except as set forth in the General Disclosure Package, the Company and its subsidiaries Subsidiaries are in compliance in all material respects with the applicable all provisions of Xxxxxxxx-Xxxxx and the Exchange RulesRules applicable to the Company and its Subsidiaries. The Company maintains a system of internal controls, including, but not limited to, “disclosure controls and procedures” , internal controls over accounting matters and “internal control over financial reporting” as defined in Rules 13a-15(e) , an internal audit function and 13a-15(f), respectively, of the Exchange Act legal and regulatory compliance controls (collectively, “Internal Controls”), ) that comply with applicable 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 GAAP generally accepted accounting principles 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. The Internal Controls areCompany, or upon consummation since the date of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) last audited financial statements of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. The Company , has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does (solely in respect of (x)(iii) below) is not currently aware of any event which could reasonably expect be expected to publicly disclose or report to the Audit Committee or the Boardresult in, (x)(i) a significant deficiency, (ii) a material weakness, (iii) a change in Internal Controls through the end of the current fiscal quarter or (iv) fraud involving management or other employees who have a significant role in Internal Controls or (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or y) any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and its subsidiaries are is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects respects, with the applicable provisions of Xxxxxxxx-Xxxxx and the Exchange RulesAct of 2002. The Company maintains a system of internal controls, including, but not limited to, “disclosure controls and procedures” , internal controls over accounting matters and “internal control over financial reporting” as defined in Rules 13a-15(e) , an internal audit function and 13a-15(f), respectively, of the Exchange Act legal and regulatory compliance controls (collectively, “Internal Controls”), ) that comply with the applicable Securities Laws and 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 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. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. 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, Board a 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”)Controls, any violation of, or failure to comply with, the applicable Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as set forth in the General Disclosure Package, the Company and its subsidiaries are in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx and the 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 “internal control over financial reporting” as defined in Rules 13a-15(e) , an internal audit function and 13a-15(f), respectively, of the Exchange Act legal and regulatory compliance controls (collectively, “Internal Controls”), ) that comply with applicable 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 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. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. 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, Board a 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 comply 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. The Except as set forth in the General Disclosure Package and the Final Offering Memorandum, the Company and its subsidiaries Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx and the all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, “disclosure controls and procedures” and “internal control over financial reporting” (as defined in Rules 13a-15(eRule 13a-15(f) and 13a-15(f), respectively, of the Exchange Act Act) (collectively, “Internal Controls”), ) that comply complies with applicable the Securities Laws and are is 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 GAAP 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 and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with the Exchange Rules. The Since September 30, 2012, 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, Board a 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 comply 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. The Company and Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx and the all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, “disclosure controls and procedures” and “internal control over financial reporting” reporting (as such term is defined in Rules 13a-15(e) and 13a-15(f), respectively, Rule 13a-15 of the Exchange Act Act) (collectively, “Internal Controls”), ) that comply with applicable 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 GAAP 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 and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of Since the Company’s Board of Directors (initial public offering, the “Board”) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee of the Board of Directors or the Board, and within the next 90 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, 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.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as set forth in the General Disclosure Package, the Company and its subsidiaries are in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx keep accurate books and the Exchange Rules. The Company maintains records and maintain a system of internal controls, including, but not limited to, “disclosure controls and procedures” and “internal control over financial reporting” as defined in Rules 13a-15(e) and 13a-15(f), respectively, of the Exchange Act (collectively, “Internal Controls”), ) that comply with applicable 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 GAAP U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 135 days the Company does not reasonably has no current reason to expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, material adverse 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.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as set forth in the General Disclosure Package, the Company and its subsidiaries Board of Directors (the “Board”) are in material compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx and the 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 “internal control over financial reporting” as defined in Rules 13a-15(e) , an internal audit function, and 13a-15(f), respectively, of the Exchange Act legal and regulatory compliance controls (collectively, “Internal Controls”), that comply in all material respects with applicable 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 GAAP 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 and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. The Except as set forth in the General Disclosure Package, 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 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”), or any violation of, or failure to comply 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. The Company and Except as set forth in the Prospectus, 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 Xxxxxxxx-Xxxxx and the all applicable rules thereof 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 control controls over financial reporting” as defined in Rules 13a-15(e) and 13a-15(f), respectively, of the Exchange Act accounting matters (collectively, “Internal Controls”), that comply with applicable 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 EAST\42430474.3 #90596650v4 are recorded as necessary to permit preparation of financial statements in conformity with 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. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), or any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.