Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in the management’s assessment of internal controls as of and for the year ended December 31, 2021 and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 (nor has any such deficiency or weakness been identified since such date). The Company has disclosed to Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”). There were no significant deficiencies or material weaknesses identified in the management’s assessment of internal controls as of and for the year ended Since December 31, 2021 2013, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the subsequent quarters thereafter ended March 31, 2022 audit committee of the Company Board of Directors (which disclosure (if any) and June 30, 2022 (nor has any significant facts learned during the preparation of such deficiency or weakness disclosure have been identified since such date). The Company has disclosed made available to Parent prior to the date hereof) (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Since December 31, in each case2013, that was disclosed to neither the Company’s auditors Company nor any Company Subsidiary has received any material, unresolved, written complaint, allegation, assertion or claim regarding the audit committee accounting or auditing practices, procedures, methodologies or methods of the Company Board in connection with or its most recent evaluation of Subsidiaries or their respective internal controls over financial reporting prior to the date hereofaccounting controls.

Internal Controls and Procedures. (a) The Company maintains, and at all times since January 1, 2008 has established and maintains maintained, disclosure controls and procedures and internal control over financial reporting (reporting, as such terms are defined in paragraphs (e) in, and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC. There were no significant deficiencies Company has delivered or made available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. Company is, and has been at all times since January 1, 2008, in compliance in all material weaknesses identified respects with the applicable listing requirements of Nasdaq, and has not since January 1, 2008 received any notice asserting any non-compliance with the listing requirements of Nasdaq. The principal executive officer and principal financial officer of Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. Company and each of its Subsidiaries maintains, and at all times since January 1, 2008 has maintained, a system of internal control over financial reporting, which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Company Financials) for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the managementmaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Company and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Company’s assets that could have a material effect on the financial statements of Company and its Subsidiaries. Company has delivered or made available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. Company’s management has completed an assessment of the effectiveness of Company’s system of internal controls as over financial reporting in compliance with the requirements of and Section 404 of the Xxxxxxxx-Xxxxx Act for the year fiscal years ended December 31, 2021 2008 and the subsequent quarters thereafter ended March December 31, 2022 2009, and June 30such assessment concluded that such controls were effective and Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that Company maintained effective internal control over financial reporting as of December 31, 2022 2008 and December 31, 2009, respectively. Except as set forth in Section 2.4(d) of the Company Disclosure Schedule, to the Knowledge of Company, since January 1, 2008, neither Company nor any of its Subsidiaries (including any Company Employee), nor Company’s independent auditors, has identified or been made aware of (A) any such significant deficiency or material weakness been identified since such date)in the design or operation of internal control over financial reporting utilized by Company and its Subsidiaries, (B) any illegal act or fraud, whether or not material, that involves Company’s management or other Company Employees, or (C) any claim or allegation regarding any of the foregoing. The In connection with the periods covered by the Company Financials, Company has disclosed to Parent (i) any significant all deficiencies and material weaknesses identified in writing by Company or Company’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information utilized by Company and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereofSubsidiaries.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actdisclosure. There were no significant deficiencies or material weaknesses identified in the management’s assessment Based on its most recent evaluation of internal controls as over financial reporting prior to the date hereof, management of and for the year ended December 31, 2021 and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 (nor has any such deficiency or weakness been identified since such date). The Company has disclosed to Parent the Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role involved in financial reporting and (iii) any claim or allegation regarding any of the Company’s internal control over financial reportingforegoing. Since April 3, in each case2022, that was disclosed to neither the Company’s auditors Company nor any Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the audit committee accounting or auditing practices, procedures, methodologies or methods of the Company Board in connection with its most recent evaluation of or any Company Subsidiary or their respective internal controls over financial reporting prior to the date hereofaccounting controls.

Internal Controls and Procedures. (a) The Company has established and maintains maintains, and at all times since September 27, 2021 has maintained (except as set forth in Company SEC Documents filed with the SEC prior to the date hereof), disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in Since September 27, 2021, the managementCompany’s assessment of internal controls as of principal executive officer and for its principal financial officer have disclosed to the year ended December 31, 2021 Company’s auditors and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 audit committee of the Company Board of Directors (nor has any such deficiency or weakness the material circumstances of which (if any) have been identified since such date). The Company has disclosed made available to Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Since September 27, in each case2021, that was disclosed to neither the Company’s auditors Company nor any Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the audit committee impropriety of any accounting or auditing practices, procedures, methodologies or methods of the Company Board in connection with its most recent evaluation of or any Company Subsidiary or their respective internal controls over financial reporting prior to the date hereofaccounting controls.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are term is defined in paragraphs (eRule 13a 15(e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 13a 15(a) under the Exchange Act, and the Company has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a 15(e) under the Exchange Act) as required by Rule 13a 15(b) under the Exchange Act. The Company’s Such disclosure controls and procedures are reasonably designed to ensure that (i) all material information relating to the Company and its Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding disclosure and to ensure that information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC rules and forms of the SECforms. The Company has not identified any material weaknesses in its internal controls, and (ii) all such material information the Company is accumulated not aware of any facts or circumstances that would prevent its chief executive officer and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make chief financial officer from giving the certifications and authorizations required pursuant to Sections 302 the rules and 906 regulations adopted pursuant to Section 401 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. There were no significant deficiencies Except as would not reasonably be expected to have, individually or material weaknesses identified in the management’s assessment aggregate, a Material Adverse Effect, since the August 28, 2009, to the Knowledge of internal controls as of and for the year ended December 31, 2021 and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 (nor has any such deficiency or weakness been identified since such date). The Company has disclosed to Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) , neither the Company or its Subsidiaries has received any fraudwritten complaint, whether allegation, assertion or not materialclaim regarding the accounting or auditing practices, that involves management procedures, methodologies or other employees who have a significant role in the Company’s internal control over financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee methods of the Company Board in connection with or its most recent evaluation of Subsidiary or their respective internal controls over financial reporting prior to the date hereofaccounting controls.

Internal Controls and Procedures. (a) The Company has established and maintains maintains, and at all times since May 1, 2019 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in Since May 1, 2019, the managementCompany’s assessment of internal controls as of principal executive officer and for its principal financial officer have disclosed to the year ended December 31, 2021 Company’s auditors and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 audit committee of the Company Board of Directors (nor has any such deficiency or weakness the material circumstances of which (if any) have been identified since such date). The Company has disclosed made available to Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Since May 1, in each case2019, that was disclosed to neither the Company’s auditors Company nor any Company Subsidiary has received any material, unresolved, complaint, allegation, assertion or claim regarding the audit committee impropriety of any accounting or auditing practices, procedures, methodologies or methods of the Company Board in connection with its most recent evaluation of or any Company Subsidiary or their respective internal controls over financial reporting prior to the date hereofaccounting controls.

Internal Controls and Procedures. (a) The Company has established and maintains maintains, and at all times since March 17, 2017 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in Since January 1, 2015, the managementCompany’s assessment of internal controls as of principal executive officer and for its principal financial officer have disclosed to the year ended December 31, 2021 Company’s auditors and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 audit committee of the Company Board of Directors (nor has any such deficiency or weakness the material circumstances of which (if any) have been identified since such date). The Company has disclosed made available to Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Since January 1, in each case2015, that was disclosed to neither the Company’s auditors Company nor any Company Subsidiary has received any material, unresolved, complaint, allegation, assertion or claim regarding the audit committee accounting or auditing practices, procedures, methodologies or methods of the Company Board in connection with its most recent evaluation of or any Company Subsidiary or their respective internal controls over financial reporting prior to the date hereofaccounting controls.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate appropriate, to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in the managementThe Company’s management has completed an assessment of internal controls as the effectiveness of and for the year ended December 31, 2021 and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 (nor has any such deficiency or weakness been identified since such date). The Company has disclosed to Parent (i) any significant deficiencies and material weaknesses in the design or operation of Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended February 2, 2014, and such assessment concluded that are reasonably likely to adversely affect in such controls were effective and did not identify (i) any material respect the Company’s ability to report weaknesses in its internal controls over financial information reporting and (ii) any fraud, whether or not material, allegation of fraud that involves management of the Company or any other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal control over financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior or disclosure controls and procedures. Since February 2, 2014, to the date hereofKnowledge of the Company, neither the Company nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective internal accounting controls.

Internal Controls and Procedures. (a) The Company Parent has established and maintains maintains, and at all times since May 1, 2019 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The CompanyParent’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in the managementSince May 1, 2019, Parent’s assessment of internal controls as of principal executive officer and for the year ended December 31, 2021 its principal financial officer have disclosed to Parent’s auditors and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 audit committee of the board of directors of Parent (nor has any such deficiency or weakness the material circumstances of which (if any) have been identified since such date). The made available to the Company has disclosed prior to Parent the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal control over financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to reporting. Since May 1, 2019, neither Parent nor any Parent Subsidiary has received any material, unresolved, complaint, allegation, assertion or claim regarding the date hereofimpropriety of any accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure disclosure. Since January 1, 2020, the Company’s principal executive officer and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in the management’s assessment of internal controls as of and for the year ended December 31, 2021 and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 (nor has any such deficiency or weakness been identified since such date). The Company has its principal financial officer have disclosed to Parent the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and reporting, (ii) any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal control over financial reportingreporting and (iii) any material claim or allegation regarding any of the foregoing (any such disclosures, in each casethe “Company Internal Controls Disclosures”). The Company has made available to Parent copies of any Company Internal Controls Disclosures existing as of the date hereof. Since January 1, that was disclosed 2020, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor the Company’s auditors independent auditor has received any material written complaint, allegation, assertion or claim regarding the audit committee accounting or auditing practices, procedures, methodologies or methods of the Company Board in connection with or its most recent evaluation of Subsidiaries, or their respective internal controls over financial reporting prior to the date hereofaccounting controls.

Internal Controls and Procedures. (a) The Company has established designed and maintains maintained disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct and as necessary to permit preparation of financial statements in conformity with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate principal executive officer and principal financial officer by others in the Company or its Subsidiaries to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies Except as would not constitute, individually or material weaknesses identified in the managementaggregate, a Company Material Adverse Effect, the Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s assessment of internal controls as of and for the year ended December 31, 2021 auditors and the subsequent quarters thereafter ended March 31audit committee of the Company Board, 2022 and June 30, 2022 (nor has any such deficiency or weakness been identified since such date). The Company has disclosed to Parent (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (iib) any fraud, whether or not material, allegation of fraud that involves management of the Company or any other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal control over financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior or disclosure controls and procedures. Since January 1, 2011, to the date hereofKnowledge of the Company, neither the Company nor its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective internal accounting controls that could reasonably be expected to result in a Company Material Adverse Effect.

Internal Controls and Procedures. (a) The Company has established designed and maintains maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct and as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate principal executive officer and its principal financial officer by others in the Company or its Subsidiaries to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in the management’s assessment of internal controls as of and for the year ended December 31, 2021 and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 (nor has any such deficiency or weakness been identified since such date). The Company has disclosed disclosed, based on its most recent evaluation prior to Parent the date hereof, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, allegation of fraud that involves management of the Company or any other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal control over financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to or disclosure controls and procedures. Since January 2, 2010, neither the date hereofCompany or its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective internal accounting controls.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in the managementThe Company’s assessment of internal controls as over financial reporting provide reasonable assurance regarding the reliability of and for the year ended December 31, 2021 Company’s financial reporting and the subsequent quarters thereafter ended March 31preparation of Company financial statements for external purposes in accordance with GAAP. Since September 27, 2022 2015, the Company’s principal executive officer and June 30, 2022 (nor has any such deficiency or weakness been identified since such date). The Company has its principal financial officer have disclosed to Parent the Company’s auditors and the audit committee of the Company Board of Directors (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over controls. Each of the principal executive officer and the principal financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee officer of the Company Board in connection (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with its most recent evaluation of internal controls over financial reporting prior respect to the date hereofCompany SEC Documents, and the statements contained in such certifications are true and accurate.

Internal Controls and Procedures. (a) The Company has established and maintains maintains, and at all times since April 1, 2015 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in Since April 1, 2015, the managementCompany’s assessment of internal controls as of principal executive officer and for its principal financial officer have disclosed to the year ended December 31, 2021 Company’s auditors and the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 audit committee of the Company Board of Directors (nor has any such deficiency or weakness the material circumstances of which (if any) have been identified since such date). The Company has disclosed made available to Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. Since April 1, in each case2015, that was disclosed to neither the Company’s auditors Company nor any Company Subsidiary has received any material, unresolved, complaint, allegation, assertion or claim regarding the audit committee impropriety of any accounting or auditing practices, procedures, methodologies or methods of the Company Board in connection with its most recent evaluation of or any Company Subsidiary or their respective internal controls over financial reporting prior to the date hereofaccounting controls.

Internal Controls and Procedures. (a) The Company has established and maintains (and since December 31, 2018 has maintained) disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct designed to provide reasonable assurances regarding the reliability of financial reporting. The Company’s Company has designed and maintains (and since December 31, 2018 has maintained) disclosure controls and procedures are reasonably (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) designed to ensure that provide reasonable assurance (i) that all material information required to be disclosed by the Company in the reports that it submits, files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures of the Company are made only in accordance with the authorizations of management and the directors of the Company, (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that would have a material effect on the financial statements of the Company and (v) that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies or material weaknesses identified in To the managementCompany’s assessment of internal controls as of and for the year ended knowledge, since December 31, 2021 and 2018, neither the subsequent quarters thereafter ended March 31, 2022 and June 30, 2022 Company nor the Company’s independent registered accountant has identified or been made aware of: (nor has any such deficiency or weakness been identified since such date). The Company has disclosed to Parent (ia) any material weakness or significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are is reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and information, or (iib) any fraud, whether or not material, that involves the management or other employees the Company who have a significant role in the Company’s internal control over financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.

Internal Controls and Procedures. (a) The Company has established designed and maintains maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange ActAct and as necessary to permit preparation of financial statements in conformity with GAAP. The Company’s disclosure controls and procedures are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Company’s management as appropriate principal executive officer and its principal financial officer by others in the Company or its Subsidiaries to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. There were no significant deficiencies Except as would not constitute, individually or material weaknesses identified in the managementaggregate, a Company Material Adverse Effect, the Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s assessment of internal controls as of and for the year ended December 31, 2021 auditors and the subsequent quarters thereafter ended March 31audit committee of the Company Board, 2022 and June 30, 2022 (nor has any such deficiency or weakness been identified since such date). The Company has disclosed to Parent (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, allegation of fraud that involves management of the Company or any other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal control over financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee of the Company Board in connection with its most recent evaluation of internal controls over financial reporting prior or disclosure controls and procedures. Since January 28, 2011, to the date hereofKnowledge of the Company, neither the Company or its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective internal accounting controls.