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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective internal controls over financial reporting and effective disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (i) records are maintained that accurately and fairly reflect in reasonable detail the transactions and the dispositions of the assets of the Company, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or other matter, any of which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. KPMG LLP are independent public auditors as required by the Securities Act and the Rules and Regulations thereof. Except as set forth below and in the General Disclosure Package, the Company, Company and its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance compliance, in all material respects, with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesGAAP and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared permitted only in accordance with the Commissionmanagement’s rules and guidelines applicable theretogeneral or specific authorization, (iv) receipts the recorded accountability for assets is compared with the existing assets at reasonable intervals and expenditures of the Company are being made only in accordance appropriate action is taken with authorizations of management and directors of the Company, respect to any differences and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detectedCompany has adopted and applies 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. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would would, individually or in the aggregate, have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and disclosed in the General Disclosure PackageTime of Sale Prospectus and the Prospectus, the Company, its subsidiaries andControlled Entities and their respective board of directors maintain a system of internal controls, to the Company’s knowledgeincluding, the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective internal controls over financial reporting and effective but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that which are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesprinciples in the United States and to maintain asset accountability, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared permitted only in accordance with the Commissionmanagement’s rules and guidelines applicable theretogeneral or specific authorization, (iv) receipts the recorded accountability for assets is compared with the existing assets at reasonable intervals and expenditures of the Company are being made only in accordance appropriate action is taken with authorizations of management and directors of the Companyrespect to any differences, and (v) unauthorized acquisition, use or disposition of material information relating to the Company and the Controlled Entities is made known to the Company’s assets that could have a material effect on principal executive officer and principal financial officer by others within those entities. Upon consummation of the financial statements are prevented or timely detected. The offering of the Shares, the Internal Controls are will be overseen by the Audit Committee (the “Audit Committee”) of the Board board of directors of the Company in accordance with Exchange Rules. Since the date rules of the Company’s latest audited financial statements included NYSE. Except as disclosed in the General Disclosure Package Time of Sale Prospectus and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as board of directors of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Company, a significant deficiency, material weakness, change in Internal Controls or Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Lawslaws or regulations governing Internal Controls, or other matter, any of matter which, if determined adversely, would have a Material Adverse EffectEffect (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 NYSE, 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 the NYSE. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (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 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 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.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, Parent, the Company, its subsidiaries and, to Company and the Company’s knowledge, the CompanySubsidiaries and Parent’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules in all material respects. The Company Parent maintains effective a system of “internal controls over financial reporting and effective disclosure controls and procedures, each reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act Act) (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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, (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, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company Parent has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of the date hereof next 90 days Parent does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules applicable to newly public companies. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the requirements of the U.S. federal securities laws currently applicable to the Company and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. General Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorization, and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material effect on the financial statements are prevented or timely detecteddifferences. 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. Since the date of the Company’s latest audited financial statements included Except as disclosed in the General Disclosure Package and the Final Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not (A) identified, publicly disclosed or reported to the Audit Committee or the Board, Board and as of the date hereof, it has no knowledge of (and as of the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a “material weakness” (as defined in Rule 12b-2 of the Exchange Act), (B) identified or reported to the Audit Committee or Board within a “significant deficiency” (as defined in Rule 12b-2 of the next 60 daysExchange Act), a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each of clause (A) and (B), an “Internal Control Event”) or (C) identified or reported to the Audit Committee or Board any violation of, or failure to comply with, U.S. federal securities laws and the Securities LawsExchange Rules, or other matter, any of whichmatter that, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, 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 effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with the generally accepted accounting principlesprinciples in the United States and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorization, and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included Except as disclosed in the General Disclosure Package and the Prospectus, there have been no changes in Final Prospectus under the Companyheadings “Risk Factors” and “Management’s internal controls over financial reporting that occurred during Discussion and Analysis of Financial Condition and Results of Operation,” the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 135 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and with respect to Sunoco in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, 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 represents that it maintains effective a system of “internal controls control over financial reporting and effective reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the applicable requirements of the Exchange Act, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 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 generally accepted accounting principles (“GAAP”), are designed to comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesGAAP and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared permitted only in accordance with the Commissionmanagement’s rules and guidelines applicable theretogeneral or specific authorization, (iv) receipts the recorded accountability for assets is compared with the existing assets at reasonable intervals and expenditures of the Company are being made only in accordance appropriate action is taken with authorizations of management and directors of the Company, respect to any differences and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detectedCompany has adopted and applies 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. Since the date of the Company’s latest audited financial statements included Except as set forth in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affectPackage, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it has no knowledge of (and as of the date hereof Company does not reasonably expect to publicly disclose or report within the next 135 days to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, individually or in the aggregate, would have a Material Adverse Effect or would result in a prospective Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance with the provisions of Xxxxxxxx-Xxxxx and all applicable Exchange Rules, in each case that are applicable to the Company. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws applicable to the Company and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorization, and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of Rules applicable to the Company’s latest audited financial statements included . Except as set forth in the General Disclosure Package and the Final Prospectus, there have has been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”). 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, an Internal Control Event, any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Pricing Disclosure PackagePackage and the Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board Company keeps accurate books and records and maintains a system of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective internal controls over financial reporting and effective disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus Statement fairly presents the information called call for in all material respects and is prepared in accordance with the Commission’s Commission rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. Since the date rules of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reportingNasdaq Market. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it next 135 days the Company has no knowledge of (and as of the date hereof does not reasonably current reason to expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities LawsLaws (as defined below), or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect. “Securities Laws” means, collectively, the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), the Securities Act, the Exchange Act, the rules and 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 and, as applicable, the rules of the Nasdaq Market (“Exchange Rules”).

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, Parent, the Company, its subsidiaries and, to Company and the Company’s knowledge, the CompanySubsidiaries and Parent’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules in all material respects. The Company Parent maintains effective a system of “internal controls over financial reporting and effective disclosure controls and procedures, each reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act Act) (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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, (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, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. 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. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company Parent has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of the date hereof next 90 days Parent does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules in all material respects. The Company maintains effective a system of internal controls over financial reporting and effective disclosure controls and procedures, each (as defined in Rule 13a-15 under 13a-15-f of the Exchange Act Act) (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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, (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, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, each Fulgent Party and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company Each Fulgent Party maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. General Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorization, and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included Except as disclosed in the General Disclosure Package and the Final Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company Fulgent Party has not publicly disclosed or reported to the Audit Committee Committee, the Board or the Boardmanager of Fulgent Therapeutics, and as of within the date hereof, it has next 135 days no knowledge of (and as of the date hereof does not Fulgent Party reasonably expect expects to publicly disclose or report to the Audit Committee Committee, the Board or the Board within the next 60 days)manager of Fulgent Therapeutics, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the Registration Statement, General Disclosure PackagePackage and Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, Subsidiaries and the Company’s Board of Directors (the “Board”) are will be in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules as and when they are required to be in compliance. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (iA) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesInternational Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and to maintain accountability for assets, (iiiC) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorization, and (vD) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are will, upon consummation of the offering of the Offered Securities, be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with applicable Exchange Rules. Since the date of the Company’s latest audited financial statements included Except as disclosed in the General Disclosure Package and the Final Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 135 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and disclosed in the General Disclosure PackageTime of Sale Prospectus and the Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that which are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesprinciples in the United States and to maintain asset accountability, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared permitted only in accordance with the Commissionmanagement’s rules and guidelines applicable theretogeneral or specific authorization, (iv) receipts the recorded accountability for assets is compared with the existing assets at reasonable intervals and expenditures of the Company are being made only in accordance appropriate action is taken with authorizations of management and directors of the Company, respect to any differences and (v) unauthorized acquisitionmaterial information relating to the Company, use or disposition of its Subsidiaries and Affiliated Entities is made known to the Company’s assets that could have a material effect on principal executive officer and principal financial officer by others within those entities. Upon consummation of the financial statements are prevented or timely detected. The offering of the Offered Securities, the Internal Controls are will be overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. Since the date rules of the Company’s latest audited financial statements included New York Stock Exchange. Except as disclosed in the General Disclosure Package Time of Sale Prospectus and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Lawslaws or regulations governing Internal Controls, or other matter, any of matter which, if determined adversely, would have a Material Adverse EffectEffect (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 New York Stock Exchange, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the rules and regulations of the Commission and the rules of the New York Stock Exchange. Except as disclosed in the Time of Sale Prospectus and the Prospectus, since the date of the latest audited financial statements included in the Time of Sale Prospectus and the 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 and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in each of the General Disclosure PackageOffering Circulars, the CompanyIssuer, its subsidiaries and, to Subsidiaries and the CompanyIssuer’s knowledge, the Company’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 effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations of the SEC thereunder (“Xxxxxxxx-Xxxxx”), the Securities Act and the rules and regulations promulgated by the SEC thereunder, and the Exchange Act, and the rules and regulations promulgated by the SEC thereunder (together, the “Securities Laws”) and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorisations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesprinciples applied on a consistent basis in the United States of America (“U.S. GAAP”) and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorisation, and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date rules of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reportingNASDAQ Global Select Market (“NASDAQ”). The Company Issuer has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 135 days from the date hereof the Issuer does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)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 ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of like matter which, if determined adversely, would have a Material Adverse Effect.;

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules in all material respects. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws in all material respects and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with U.S. generally accepted accounting principlesprinciples 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 included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is has been prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. 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. Since the date of the Company’s latest audited financial statements included Except as set forth in the General Disclosure Package and or the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affectExchange Act Reports, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls that is required to be publicly disclosed or fraud involving management or other employees who have a significant role in administering its Internal ControlsControls (each, an “Internal Control Event”), any material violation of, or failure to comply with, the Securities Laws, or other matter, any of which, if determined adversely, would which could reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and disclosed in the General Disclosure PackageTime of Sale Prospectus and the Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that which are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesprinciples in the United States and to maintain asset accountability, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared permitted only in accordance with the Commissionmanagement’s rules and guidelines applicable theretogeneral or specific authorization, (iv) receipts the recorded accountability for assets is compared with the existing assets at reasonable intervals and expenditures of the Company are being made only in accordance appropriate action is taken with authorizations of management and directors of the Company, respect to any differences and (v) unauthorized acquisitionmaterial information relating to the Company, use or disposition of its Subsidiaries and Affiliated Entities is made known to the Company’s assets that could have a material effect on principal executive officer and principal financial officer by others within those entities. Upon consummation of the financial statements are prevented or timely detected. The offering of the Offered Securities, the Internal Controls are will be overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. Since the date rules of the Company’s latest audited financial statements included Nasdaq Global Select Market. Except as disclosed in the General Disclosure Package Time of Sale Prospectus and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Lawslaws or regulations governing Internal Controls, or other matter, any of matter which, if determined adversely, would have a Material Adverse EffectEffect (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 Global Select Market, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the rules and regulations of the Commission and the rules of the Nasdaq Global Select Market. Except as disclosed in the Time of Sale Prospectus and the Prospectus, since the date of the latest audited financial statements included in the Time of Sale Prospectus and the 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 and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. Solely to the extent that the Xxxxxxxx-Xxxxx Act have been and are applicable to the Company, there is and has been no failure on the part of the Company to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Pricing Disclosure PackagePackage and the Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board Company keeps accurate books and records and maintains a system of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective internal controls over financial reporting and effective disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus Statement fairly presents the information called call for in all material respects and is prepared in accordance with the Commission’s Commission rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. Since the date rules of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reportingNasdaq Market. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it next 135 days the Company has no knowledge of (and as of the date hereof does not reasonably current reason to expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities LawsLaws (as defined below), or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect. “Securities Laws” means, collectively, the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), the Securties Act, the Exchange Act, the rules and 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 and, as applicable, the rules of the Nasdaq Market (“Exchange Rules”).

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective a system of “internal controls control over financial reporting and effective reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Company, management’s general or specific authorization and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included Except as disclosed in the General Disclosure Package and the Final Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it Company has no knowledge of (and as of current reason to expect that it will within the date hereof does not reasonably expect to next 135 days publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and disclosed in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act and all applicable Rules and Regulations promulgated under the Exchange RulesAct. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 which are sufficient to provide reasonable assurances that (iA) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesprinciples in the United States and to maintain accountability for assets, (iiiC) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management management’s general or specific authorization, (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and directors of the Companyappropriate action is taken with respect to any differences, and (vE) unauthorized acquisition, use or disposition of material information relating to the Company and the Controlled Entities is made known to the Company’s assets that could have a material effect on principal executive officer and principal financial officer by others within those entities. Upon consummation of the financial statements are prevented or timely detected. The offering of the Offered Shares, the Internal Controls are will be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the Exchange Rules. Since the date of the Company’s latest audited financial statements included Except as disclosed in the General Disclosure Package and the Prospectus, there have been no changes in Final Prospectus under the Companyheadings “Risk Factors” and “Management’s internal controls over financial reporting that occurred during Discussion and Analysis of Financial Condition and Results of Operation,” the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 135 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act and the Exchange Rules, 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 Exchange Rules. Except as disclosed in the General Disclosure Package and the Final Prospectus, since the date of the latest audited financial statements included in the General Disclosure Package and the Final Prospectus, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (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.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackageTime of Sale Information and the Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and all applicable Exchange Rulesthe rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”). The Company maintains effective a system of internal controls, including, but not limited to, internal controls over accounting matters and financial reporting reporting, an internal audit function and effective disclosure legal and regulatory compliance controls and procedures, each as defined in Rule 13a-15 under the Exchange Act (collectively, “Internal Controls”) that comply with the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Company, management’s general or specific authorization and (viv) unauthorized acquisitionthe 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 over financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information and the Prospectus, use since December 31, 2012, there has been no change in the Internal Controls that has materially affected, or disposition of is reasonably likely to materially affect, the Company’s assets that could have a material effect on the financial statements are prevented or timely detectedInternal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package Public Company Accounting Oversight Board and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reportingrules of The New York Stock Exchange. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities LawsAct, the Exchange Act or the Xxxxxxxx-Xxxxx Act, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the Company General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, 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 effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorization, and (viv) unauthorized acquisition, use or disposition of the Company’s recorded assets that could have a material effect on the financial statements are prevented or timely detectedreviewed for recoverability at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included Except as disclosed in the Company General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affectPackage, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not expect to, and is not aware of any event which could reasonably expect be expected to lead the Company to, publicly disclose or report to the Audit Committee or the Board within the next 60 days)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, any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter related to Internal Controls which, if determined adversely, would have a Material Adverse Effect.Material

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the Registration Statement, General Disclosure PackagePackage and Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, 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 effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Company, management’s general or specific authorization and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since Except for the date of the Company’s latest audited financial statements included significant deficiencies and material weaknesses disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules and Regulations. The Company maintains effective a system of internal controls, including, but not limited to, internal controls over accounting matters and financial reporting reporting, an internal audit function and effective disclosure legal and regulatory compliance controls and procedures, each as defined in Rule 13a-15 under the Exchange Act (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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 interactive data 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 over financial reporting are effective and the Company is not aware of any material weakness in eXtensible Business Reporting Language incorporated by reference its Internal Control over financial reporting. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, since December 31, 2009, there has been no change in the information called for in all material respects and Internal Controls that has materially affected, or is prepared in accordance with reasonably likely to materially affect, the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detectedInternal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package Rules and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reportingRegulations. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. KPMG LLP are independent public auditors as required by the Securities Act and the Rules and Regulations thereof. Except as set forth below and in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance compliance, in all material respects, with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesGAAP and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared permitted only in accordance with the Commissionmanagement’s rules and guidelines applicable theretogeneral or specific authorization, (iv) receipts the recorded accountability for assets is compared with the existing assets at reasonable intervals and expenditures of the Company are being made only in accordance appropriate action is taken with authorizations of management and directors of the Company, respect to any differences and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detectedCompany has adopted and applies 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. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, 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 effective a system of internal controls, including, but not limited to, internal controls over accounting matters and financial reporting reporting, an internal audit function, and effective disclosure legal and regulatory compliance controls and procedures, each as defined in Rule 13a-15 under the Exchange Act (collectively, “Internal Controls”) ), that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesprinciples 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 XBRL included or incorporated by reference in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Final Prospectus fairly presents the information called for is in all material respects and is prepared in accordance compliance with the Commission’s rules published rules, regulations and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, material change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have would, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect. The Company and its subsidiaries maintain a system of disclosure controls and procedures that complies with the Exchange Act and at June 30, 2013, the last date on which such controls were evaluated, such controls were effective.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and with respect to Sunoco in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, 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 represents that it maintains effective a system of “internal controls control over financial reporting and effective reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the applicable requirements of the Exchange Act, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 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 generally accepted accounting principles (“GAAP”), are designed to comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesGAAP and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared permitted only in accordance with the Commissionmanagement’s rules and guidelines applicable theretogeneral or specific authorization, (iv) receipts the recorded accountability for assets is compared with the existing assets at reasonable intervals and expenditures of the Company are being made only in accordance appropriate action is taken with authorizations of management and directors of the Company, respect to any differences and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detectedCompany has adopted and applies 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. Since the date of the Company’s latest audited financial statements included Except as set forth in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affectPackage, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it has no knowledge of (and as of the date hereof Company does not reasonably expect to publicly disclose or report within the next 135 days to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackageTime of Sale Information and the Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Act of 2002 and all applicable Exchange Rulesthe rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”). The Company maintains effective a system of internal controls, including, but not limited to, internal controls over accounting matters and financial reporting reporting, an internal audit function and effective disclosure legal and regulatory compliance controls and procedures, each as defined in Rule 13a-15 under the Exchange Act (collectively, “Internal Controls”) that comply with the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Company, management’s general or specific authorization and (viv) unauthorized acquisitionthe 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 over financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as disclosed in the Time of Sale Information and the Prospectus, use since December 31, 2014, there has been no change in the Internal Controls that has materially affected, or disposition of is reasonably likely to materially affect, the Company’s assets that could have a material effect on the financial statements are prevented or timely detectedInternal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package Public Company Accounting Oversight Board and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reportingrules of The New York Stock Exchange. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities LawsAct, the Exchange Act or the Xxxxxxxx-Xxxxx Act, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are Company is in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Except as set forth in the General Disclosure Package and the Final Prospectus, the Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesprinciples in the United States and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Company, management’s general or specific authorization and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board board of directors of the Company (the “Board”) in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included Except as set forth in the General Disclosure Package and the Final Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matterany matter which, any of whichin each case, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, (i) the Company, its subsidiaries and, to the Company’s knowledge, the Company’s and its Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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 interactive data in eXtensible Business Reporting Language incorporated by reference 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’s Internal Control over financial reporting is effective, and the Company is not aware of any material weakness in the Registration Statement, Company’s Internal Control over financial reporting. Except as disclosed in the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, since December 31, 2015, there have has been no changes change in the Company’s internal controls Internal Control over financial reporting that occurred during the Company’s most recent fiscal quarter that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control Internal Control over financial reporting. The Company has not publicly disclosed or reported maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Audit Committee or the Board, Company and as of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report its subsidiaries is made known to the Audit Committee or the Board Company’s principal executive officer and principal financial officer by others within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or other matter, any of which, if determined adversely, would have a Material Adverse EffectCompany; and such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and disclosed in the General Disclosure PackageTime of Sale Prospectus and the Prospectus, the Company, its subsidiaries andControlled Entities and their respective board of directors maintain a system of internal controls, to the Company’s knowledgeincluding, the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective internal controls over financial reporting and effective but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that which are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesprinciples in the United States and to maintain asset accountability, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared permitted only in accordance with the Commissionmanagement’s rules and guidelines applicable theretogeneral or specific authorization, (iv) receipts the recorded accountability for assets is compared with the existing assets at reasonable intervals and expenditures of the Company are being made only in accordance appropriate action is taken with authorizations of management and directors of the Companyrespect to any differences, and (v) unauthorized acquisition, use or disposition of material information relating to the Company and the Controlled Entities is made known to the Company’s assets that could have a material effect on principal executive officer and principal financial officer by others within those entities. Upon consummation of the financial statements are prevented or timely detected. The offering of the Shares, the Internal Controls are will be overseen by the Audit Committee (the “Audit Committee”) of the Board board of directors of the Company in accordance with Exchange Rules. Since the date rules of the Company’s latest audited financial statements included NYSE American. Except as disclosed in the General Disclosure Package Time of Sale Prospectus and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as board of directors of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Company, a significant deficiency, material weakness, change in Internal Controls or Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Lawslaws or regulations governing Internal Controls, or other matter, any of matter which, if determined adversely, would have a Material Adverse EffectEffect (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 NYSE American, 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 the NYSE American. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (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 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 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.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, Parent, the Company, its subsidiaries and, to Company and the Company’s knowledge, the Company’s Subsidiaries and Parent's Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules in all material respects. The Company Parent maintains effective a system of “internal controls over financial reporting and effective disclosure controls and procedures, each reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act Act) (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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, (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, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s 's rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. 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. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company Parent has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of the date hereof next 90 days Parent does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange RulesRules in all material respects. The Company maintains effective a system of internal controls over financial reporting and effective disclosure controls and procedures, each (as defined in Rule 13a-15 under 13a-15-f of the Exchange Act Act) (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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 , (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, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. 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. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Rules (it being understood that (i) this paragraph shall in no way require the Company maintains effective to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 as of an earlier date than it would otherwise be required to so comply under applicable law and (ii) the Company has not performed an assessment of its internal controls control over financial reporting and effective pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002). Except as set forth in the General Disclosure Package, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws and are sufficient to provide reasonable assurances that (ia) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. General Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iiic) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Company, management’s general or specific authorization and (vd) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included Except as disclosed in the General Disclosure Package and the Final Prospectus, there have been no changes the Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency, material weakness or a material adverse change in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 135 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, Parent, the Company, its subsidiaries and, to Company and the Company’s knowledge, the CompanySubsidiaries and Parent’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx Sarbanes- Oxley and all applicable Exchange RulesRules in all material respects. The Company Parent maintains effective a system of “internal controls over financial reporting and effective disclosure controls and procedures, each reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act Act) (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with the generally accepted accounting principlesprinciples 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, (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, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company Parent has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of the date hereof next 90 days Parent does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure Package, the Company(i) Express Scripts, its subsidiaries andand its Board of Directors and (ii) Medco, to the Company’s knowledge, the Company’s its subsidiaries and its Board of Directors (the “Medco Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Xxxxx. Express Scripts and all applicable Exchange Rules. The Company maintains effective Medco each maintain a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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 interactive data recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Express Scripts’ and Medco’s Internal Control over financial reporting is effective, and the Company is not aware of any material weakness in eXtensible Business Reporting Language incorporated by reference Express Scripts’ or Medco’s Internal Control over financial reporting. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretoOffering Circular, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Companysince December 31, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus2010, there have has been no changes change in the Company’s internal controls Express Scripts’ Internal Control over financial reporting that occurred during the Companyand, since December 25, 2010, there has been no change in Medco’s most recent fiscal quarter that have Internal Control over financial reporting that, in each case, has materially affected, or are is reasonably likely to materially affect, the Company’s internal control Express Scripts’ or Medco’s, as applicable, Internal Control over financial reporting. The Company has not publicly disclosed Express Scripts and Medco maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to Express Scripts and its subsidiaries or reported Medco and its subsidiaries is made known to the Audit Committee or applicable parent entity’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective. It is understood that the Board, representations and as warranties of the date hereofCompany and the Closing Date Guarantors in this paragraph (q) with respect to Medco, it has no its subsidiaries and the Medco Board are made to the knowledge of (the Company and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or other matter, any of which, if determined adversely, would have a Material Adverse Effecteach Closing Date Guarantor.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable rules thereof and all applicable Exchange Rules. The Company maintains effective a system of “internal controls over financial reporting and effective reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the applicable Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Company, management’s general or specific authorization and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with applicable Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 135 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)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 ControlsControls (each, any violation of, or failure to comply withan “Internal Control Event”). Except as set forth in the General Disclosure Package and the Final Prospectus, the Securities Laws, or other matter, Company is not currently discussing any matter that could result in a restatement of which, if determined adversely, would have a Material Adverse Effectthe Company’s financial statements included in the General Disclosure Package and the Final Prospectus.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable rules thereof and all applicable Exchange Rules. The Company maintains effective a system of “internal controls over financial reporting and effective reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the applicable Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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 and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and Statement is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detectedaccurate. 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 applicable Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 135 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)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 ControlsControls (each, any violation of, or failure to comply withan “Internal Control Event”). Except as set forth in the General Disclosure Package and the Final Prospectus, the Securities Laws, Company is not currently discussing any matter that could result in a restatement of the Company’s financial statements included or other matter, any of which, if determined adversely, would have a Material Adverse Effectincorporated by reference in the General Disclosure Package and the Final Prospectus.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with all applicable provisions of Xxxxxxxx-Xxxxx, and will take steps to ensure that it will be in compliance in all material respects with other provisions of Xxxxxxxx-Xxxxx and all not currently applicable Exchange Rulesto it, which will become applicable to the Company in the future. The Company maintains effective a system of internal controls, including, but not limited to, internal controls over accounting matters and financial reporting and effective disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act an internal audit function (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorization, and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included Except as set forth in the General Disclosure Package and the Final Prospectus, there have been no changes in under the Companyheadings “Management’s internal controls over financial reporting that occurred during Discussion and Analysis of Financial Condition and Results of Operations—Material Trends and Developments” and “Risk Factors,” (i) the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of (ii) within the date hereof, it has no knowledge of (and as of next 135 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, deficiency or material weakness, or a change in that has materially affected or is reasonably likely to materially affect Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. KPMG LLP are independent public auditors as required by the Securities Act and the Rules and Regulations thereof. Except as set forth below and in the General Disclosure Package, the Company, Company and its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance compliance, in all material respects, with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesGAAP and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared permitted only in accordance with the Commissionmanagement’s rules and guidelines applicable theretogeneral or specific authorization, (iv) receipts the recorded accountability for assets is compared with the existing assets at reasonable intervals and expenditures of the Company are being made only in accordance appropriate action is taken with authorizations of management and directors of the Company, respect to any differences and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detectedCompany has adopted and applies corporate governance guidelines. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since Except as relates to the date understatement of deferred revenue as disclosed in Note 2—“Summary of Significant Accounting Policies—Immaterial Correction of an Error in Prior Periods” to the Company’s latest audited consolidated financial statements included in Part II, Item 8 of the General Disclosure Package and Annual Report on Form 10-K for the Prospectusfiscal year ended December 26, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect2013, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it has no knowledge of (and as of next 90 days the date hereof Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would would, individually or in the aggregate, have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure Package, the Company(i) Express Scripts, its subsidiaries andand its Board of Directors and (ii) Medco, to the Company’s knowledge, the Company’s its subsidiaries and its Board of Directors (the “Medco Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx Xxxxx. Express Scripts and all applicable Exchange Rules. The Company maintains effective Medco each maintain a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.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 interactive data recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Express Scripts’ and Medco’s Internal Control over financial reporting is effective, and the Company is not aware of any material weakness in eXtensible Business Reporting Language incorporated by reference Express Scripts’ or Medco’s Internal Control over financial reporting. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretoOffering Circular, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Companysince December 31, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus2010, there have has been no changes change in the Company’s internal controls Express Scripts’ Internal Control over financial reporting that occurred during the Companyand, since December 25, 2010, there has been no change in Medco’s most recent fiscal quarter that have Internal Control over financial reporting that, in each case, has materially affected, or are is reasonably likely to materially affect, the Company’s internal control Express Scripts’ or Medco’s, as applicable, Internal Control over financial reporting. The Company has not publicly disclosed Express Scripts and Medco maintain “disclosure controls and procedures” (as such term is defined in Rule 13a–15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to Express Scripts and its subsidiaries or reported Medco and its subsidiaries is made known to the Audit Committee or applicable parent entity’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective. It is understood that the Board, representations and as warranties of the date hereofCompany and the Closing Date Guarantors in this paragraph (q) with respect to Medco, it has no its subsidiaries and the Medco Board are made to the knowledge of (the Company and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or other matter, any of which, if determined adversely, would have a Material Adverse Effecteach Closing Date Guarantor.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable rules thereof and all applicable Exchange Rules. The Company maintains effective a system of “internal controls over financial reporting and effective reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the applicable Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with generally accepted accounting principlesU.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Company, management’s general or specific authorization and (viv) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of within the date hereof, it next 135 days the Company has no knowledge of (and as of the date hereof does not reasonably current reason to expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days)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 ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or other matter, any of matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all Exchange Rules that are applicable Exchange Rulesto them as of the date of this Agreement. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws and are sufficient to provide reasonable assurances that (ia) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with the generally accepted accounting principlesprinciples in the United States and to maintain accountability for assets, (iiic) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and access to assets is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made permitted only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorization, and (vd) unauthorized acquisition, use or disposition of the Company’s recorded accountability for assets that could have a material effect on is compared with the financial statements are prevented or timely detectedexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest audited financial statements included Except as disclosed in 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 have has been no changes material weakness in the Company’s internal controls control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or other matter, any of which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth below and in the General Disclosure PackagePackage and the Final Prospectus, the Company, its subsidiaries and, to the Company’s knowledge, 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 effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 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 the Securities Laws and are sufficient to provide reasonable assurances that (i) records transactions are maintained that accurately and fairly reflect executed in reasonable detail the transactions and the dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with the generally accepted accounting principlesprinciples 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 interactive data recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, the information called for in all material respects Company’s internal control over financial reporting is effective and is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only is not aware of any material weaknesses in accordance with authorizations of management and directors of its internal control over financial reporting. Since the Company, and (v) unauthorized acquisition, use or disposition end of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the Company’s latest most recent audited financial statements included in the General Disclosure Package and the Prospectusfiscal year, there have has been no changes adverse change in the Company’s internal controls control over financial reporting that occurred during the Company’s most recent fiscal quarter that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or other matter, any of which, if determined adversely, would have a Material Adverse Effect.