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 in the General Disclosure Package and the Final Prospectus, the Company, its Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable requirements of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. Except as set forth in the General Disclosure Package and the Final Prospectus, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package and the Final Prospectus, none of the Company Parties has publicly disclosed or reported to the Audit Committee or its Board (or their applicable equivalents) a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its Subsidiaries subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable requirements of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. Except as set forth in the General Disclosure Package and the Final Prospectus, the The Company maintains a system of “internal controlscontrol over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, none of the Company Parties has not publicly disclosed or reported to the Audit Committee or its Board (the Board, and the Company has no current reason to expect that it will within the next 135 days publicly disclose or their applicable equivalents) report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth in the General Disclosure Package and the Final Prospectus, the Company, its Subsidiaries subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with all the applicable requirements provisions of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. Except as set forth in the General Disclosure Package and the Final Prospectus, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function 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) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally 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, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed set forth in the General Disclosure Package and the Final Prospectus, none of the Company Parties has not publicly disclosed or reported to the Audit Committee or its Board the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (or their applicable equivalentsi) a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), (ii) any violation of, or failure to comply with, the Securities Laws, or (iii) any matter which, if determined adversely, would have have, individually or in the aggregate, a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth in the General Disclosure Package and the Final Prospectus, the Company, its Subsidiaries subsidiaries, and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with all the applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all applicable Exchange Rulesrules of the Nasdaq Stock Market. Except as set forth in the General Disclosure Package and the Final Prospectus, the The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package and the Final Prospectus, none rules of the Nasdaq Stock Market. The Company’s internal control over financial reporting is effective. The Company Parties has not publicly disclosed or reported to the Audit Committee or its Board (the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or their applicable equivalents) report to the Audit Committee or the Board, a significant deficiency, material weakness, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. For the purposes of this section (xxvii), “Securities Laws” means, collectively, the Xxxxxxxx-Xxxxx Act of 2002, the 1933 Act, the 1934 Act, the 1933 Act Regulations, the auditing principles, rules, #94192013v6 standards and practices applicable to auditors of “issuers” (as defined in the Xxxxxxxx-Xxxxx Act of 2002) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the Nasdaq Stock Market.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth in the General Disclosure Package and the Final Prospectus, the Company, its Subsidiaries subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable requirements of Xxxxxxxx-Xxxxx Xxxxx, to the extent applicable, and all applicable Exchange Rules, except for any non-compliance which would not reasonably be expected to have a Material Adverse Effect. Except as set forth in the General Disclosure Package and the Final Prospectus, the The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed set forth in the General Disclosure Package and the Final Prospectus, none of the Company Parties has not publicly disclosed or reported to the Audit Committee or its the Board (or their applicable equivalents) a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its Subsidiaries subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable requirements of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. Except as set forth in the General Disclosure Package and the Final Prospectus, the The Company maintains a system of “internal controlscontrol over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, none of the Company Parties has not publicly disclosed or reported to the Audit Committee or its Board (the Board, and the Company has no current reason to expect that it will within the next 135 days publicly disclose or their applicable equivalents) report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as set forth in the General Disclosure Package and the Final Prospectus, the Company, its Subsidiaries subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable requirements of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. Except as set forth in the General Disclosure Package and the Final Prospectus, the The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package and the Final Prospectus, none of the The Company Parties has not publicly disclosed or reported to the Audit Committee or its Board (the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or their applicable equivalents) report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.