Common use of Xxxxxxxx-Xxxxx; Internal Accounting Controls Clause in Contracts

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Ableauctions is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain Ableauctions maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Ableauctions has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Ableauctions and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Ableauctions in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s Ableauctions’ certifying officers have evaluated the effectiveness of the Ableauctions’ disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Ableauctions’ most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Ableauctions presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Ableauctions’ internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Ableauctions’ internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are is in compliance in all material respects with any and all the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting reporting. The Company has implemented disclosure controls and procedures designed to ensure that material information relating to the Company is made known to management of the Company by others within those entities, which disclosure controls and procedures are, given the size of the Company and the nature of its Subsidiariesbusiness, expected by management to be effective in alerting, on a timely basis, the Company’s management to material information required to be publicly disclosed. There has not been 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. Since December 31, 2007: (i) the Company has not received any material written complaint, allegation, assertion or claim, regarding the accounting or auditing practices of the Company or its internal accounting controls, including any complaint, allegation, assertion, or claim that the Company has engaged in questionable accounting or auditing practices; and (ii) no attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of Securities Laws, material breach of fiduciary duty or similar violation by the Company or any of their respective officers, directors, employees or agents to the Company’s Board of Directors or any committee thereof or to any director or officer of the Company.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 and any rules or regulations promulgated thereunder by the Commission that are effective applicable to it as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing Effective Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”)) and concluded that such controls were ineffective as of the Evaluation Date. The Company presented in its most recently filed periodic report under the Exchange Act the conclusions such conclusion of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting of reporting, and no significant deficiencies or material weakness in internal controls over financial reporting, other than as disclosed in the Company and its SubsidiariesCompany’s SEC Filings, have been identified.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries and their respective officers and directors are in compliance compliance, in all material respects, with any and all the applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that are effective 2002, as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing Dateamended. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic annual report under the Exchange Act on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its the Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Buyer is in compliance in all material respects with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing Dateto it. The Company and the Subsidiaries maintain Buyer maintains a system of internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Buyer has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Buyer and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed by Buyer, including its Buyer Subsidiaries, is made known to the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of by others within those entities, particularly during the period covered by the in which Buyer’s most recently filed periodic report under the Exchange Act (such dateAct, as the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Datecase may be, is being prepared. Since the Evaluation DateJune 30, 2008, there have been no changes in the Buyer’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially affect, the Buyer’s internal control over financial reporting reporting. Since May 7, 2008, (A) neither Buyer nor any Buyer Subsidiary nor, to the knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of or any Buyer Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Company accounting or auditing practices, procedures, methodologies or methods of Buyer or any Buyer Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any Buyer Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing Buyer or any Buyer Subsidiary, whether or not employed by Buyer or any Buyer Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its Subsidiariesofficers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of Buyer.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are BTHCX is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain BTHCX maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have BTHCX has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries BTHCX and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company BTHCX in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The CompanyBTHCX’s certifying officers have evaluated the effectiveness of the BTHCX’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the BTHCX’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company BTHCX presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the BTHCX’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the BTHCX’s internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Pubco is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain Pubco maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Pubco has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Pubco and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Pubco in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the CommissionSEC’s rules and forms. The CompanyPubco’s certifying officers have evaluated the effectiveness of the Pubco’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Pubco’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Pubco presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers officer about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Pubco’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Pubco’s internal control over financial reporting of the Company and its Subsidiaries.reporting. SHARE EXCHANGE AGREEMENT

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereofhereof except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Other than as disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Except as set forth in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Except as set forth in the SEC Reports, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Saint Xxxxx is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that 2002, as amended, and the regulations promulgated thereunder, which are effective applicable to it as of the date hereof, hereof and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing Date. The Company Saint Xxxxx and the Subsidiaries subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) 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 Company and the Subsidiaries have Saint Xxxxx has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Saint Xxxxx and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Saint Xxxxx in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s Saint Xxxxx’ certifying officers have evaluated the effectiveness of the Saint Xxxxx’ disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Saint Xxxxx’ most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Saint Xxxxx presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Saint Xxxxx’ internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Saint Xxxxx’ internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are is in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended, that are effective as of the date hereof, hereof and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing Datedate hereof. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange ActAct Rules 13a-15(f) and 15d-15(f)) of the Company and its Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its SubsidiariesCompany.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Except as described in the SEC Reports, the Company and the Subsidiaries are in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 for a “smaller reporting company” that are effective as of the date hereof, hereof or as of the Closing Date and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof or as of the Closing Date. The Except as disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and or its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Except as disclosed in the Company’s SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Except as disclosed in the Company’s SEC Reports, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Each of the Company and the its Subsidiaries are is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with management’s 's general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s 's general or specific authorization, and (div) 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 Other than as disclosed in filings with the Commission, each of the Company and the its Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the its Subsidiaries and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company's most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the disclosure Company's controls and procedures of the Company and the Subsidiaries as of the end date prior to the filing date of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's (or any Subsidiary’s) internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) of or, to the Company's (or any Subsidiary’s) knowledge, in other factors that could significantly affect the Company's (or any Subsidiary’s) internal controls. The Company and its Subsidiaries that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting knowledge (upon receipt of the Company proceeds of this transaction) that the Company’s independent public accountants have issued an audit letter containing a “going concern” opinion in connection with the Company’s annual report on Form 10-K pursuant to Section 13 or 15(d) under the Exchange Act for the fiscal year ended December 31, 2016 and its Subsidiaries2017.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Pubco is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain Pubco maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s 's general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s 's general or specific authorization, and (div) 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 Company and the Subsidiaries have Pubco has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Pubco and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Pubco in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s SEC's rules and forms. The Company’s Pubco's certifying officers have evaluated the effectiveness of the Pubco's disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Pubco's most recently filed periodic report under the Exchange Act (such date, the “"Evaluation Date”"). The Company Pubco presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers officer about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Pubco's internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Pubco's internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company DHAC and the its Subsidiaries are in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing Daterelated Regulations. The Company Parties and the their Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (div) 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 Company DHAC and the its Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company DHAC and the its Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files DHAC is required to file or submits submit under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The CompanyDHAC’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company DHAC and the its Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company DHAC presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company DHAC and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Parent is in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission SEC thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Parent has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Parent and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the CommissionSEC’s rules and forms. The CompanyParent’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries Parent as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Parent presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries Parent that have has materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its SubsidiariesParent.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. As set forth in the SEC Reports, the Company’s disclosure controls and procedures and internal controls are effective. The Company and the Subsidiaries are in material compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries use commercially reasonable efforts to maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its the Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company Except as disclosed in the Prospectus, the Company, its Subsidiaries and the Subsidiaries Company’s Board of Directors (the “Board”) are in compliance with any Xxxxxxxx-Xxxxx and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing DateExchange Rules. The Company and the Subsidiaries maintain 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 assurance assurances that (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP the generally accepted accounting principles in the United States and to maintain asset accountabilityaccountability for assets, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of Since the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Daterecent audited fiscal year, there have has been no changes adverse change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting reporting. The Internal Controls 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 Xxxxxxxx-Xxxxx, all applicable Rules and Regulations promulgated under the Exchange Act and the rules and regulations of the NASDAQ. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and its Subsidiarieswithin the next 135 days, the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a “significant deficiency” or “material weakness” (each, as defined in Rule 12b-2 of the Exchange Act), a 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, Xxxxxxxx-Xxxxx, all applicable Rules and Regulations promulgated under the Exchange Act and the rules and regulations of the NASDAQ, or any matter which, if determined adversely, would have a Material Adverse Effect.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company To the Company’s knowledge and the Subsidiaries are in compliance with any and all applicable requirements of if required to do so by the Xxxxxxxx-Xxxxx Act of 2002 that (“SOX”), the Company is exercising good faith efforts to be in material compliance with all provisions of SOX which are effective applicable to it as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing DateClosing. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Except for the accounting restatement of the non-recourse TCP Note with TCP as an “option to purchase”, as restated in the Company’s SEC Form 10-Qs for the periods ended March 31, June 30 and September 30, 2009, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and Except as set forth in the Subsidiaries are SEC Reports, the Borrower is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company Borrower and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Borrower has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Borrower and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Borrower in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The CompanyBorrower’s certifying officers have evaluated the effectiveness of the Borrower’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Borrower’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Borrower presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Borrower’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Borrower’s internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are each Subsidiary is in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission SEC thereunder that are effective as of the Closing Datedate hereof. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Odimo is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain Odimo maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements Financial Statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Odimo has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Odimo and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Odimo in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The CompanyOdimo’s certifying officers have evaluated the effectiveness of the Odimo’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Odimo’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Odimo presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers officer about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Odimo’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Odimo’s internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof2002, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing Datethereunder. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that are effective 2002, as of amended, except as disclosed in the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing DateCompany’s SEC Reports. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable securities laws and GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since Except as set forth in SEC Reports, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its the Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereofhereof and applicable to the Company and the Subsidiaries, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing DateDate and applicable to the Company and the Subsidiaries. The Except as disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient designed to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 If applicable to the Company and on the Subsidiaries have date hereof, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The If applicable to the Company on the date hereof, the Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company Endeavor is in and the Subsidiaries are will b in material compliance with any and all applicable requirements provisions of the United States Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain Endeavor maintains a system of internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with management’s 's general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s 's general or specific authorization, and (div) 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 Company and the Subsidiaries have Endeavor has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Endeavor and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed Endeavor, including its subsidiary, is made known to the certifying officers by others within those entities, particularly during the Company period in the reports it files or submits which Endeavor’s most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and formsbeing prepared. The CompanyEndeavor’s certifying officers have evaluated the effectiveness of the disclosure Endeavor’s controls and procedures of the Company and the Subsidiaries as of the end date prior to the filing date of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Endeavor presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Endeavor’s internal control over financial reporting controls (as such term is defined in Regulation SB under the Exchange Act) of the Company and its Subsidiaries or, to Endeavor’s knowledge, in other factors that have materially affected, or are reasonably likely to materially affect, the could significantly affect Endeavor’s internal control over financial reporting of the Company and its Subsidiariescontrols.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective 2002, as of amended, except as disclosed in the date hereofSEC Reports, the Registration Statement, the Prospectus and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing DateProspectus Supplement. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since Except as set forth in the Registration Statement, the Prospectus and the Prospectus Supplement, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its the Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company Except as set forth in the SEC Reports (as defined below) or any documents incorporated by reference therein, the Purchaser Parent and the its significant Subsidiaries are in compliance in all material respects with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission SEC thereunder that are effective as of the Closing Datedate hereof. The Company Purchaser Parent and the its significant Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company Purchaser Parent and the its significant Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company Purchaser Parent and the its significant Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Purchaser Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the CommissionSEC’s rules and forms. The CompanyPurchaser Parent’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company Purchaser Parent and the its significant Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Purchaser Parent presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company Purchaser Parent and its significant Subsidiaries that have materially affected, or are reasonably likely to materially affect, the affected internal control over financial reporting of the Company Purchaser Parent and its significant Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The To the extent required to do so as of the Closing Date under the Xxxxxxxx-Xxxxx Act of 2002: (A) the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 ; (B) the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The ; (C) the Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The ; and (D) the Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting except for changes required by the Xxxxxxxx-Xxxxx Act of the Company and its Subsidiaries2002.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Except as disclosed in the SEC Reports, the Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that complies in all material respects with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only for external purposes in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesgenerally accepted accounting principles. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated evaluated, as required under the Sarbanes Oxley Act of 2002, the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing DateDate and that has had or could reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company’s most recently filed period report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the disclosure Company’s controls and procedures of the Company and the Subsidiaries as of the end date of the period covered by the its most recently filed periodic period report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic period report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange ActAct Rules 13a-15(f) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially affect15d-15(f)) or, the Company’s knowledge, in other factors that could significantly affect the Company’s internal control over financial reporting of the Company and its Subsidiariesthat had had or could reasonably be expected to result in a Material Adverse Effect.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective and applicable to the Company as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of each Closing Date or the Option Closing Date, as applicable. The Except as set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) under the Exchange Act) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Except as disclosed in the Preliminary Prospectus and Prospectus (A) the Company and the Subsidiaries are is in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing date hereof, as of the Commencement Date and as of the Exchange Date. The ; (B) to the extent required by the Exchange Act, the Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, ; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, ; (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (div) 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 ; and (C) the Company and the Subsidiaries its subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries its subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act Commission Reports is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries its subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the ​ disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been (i) no changes material weakness in the Company’s internal control over financial reporting (whether or not remediated), except as such term is defined disclosed in the most recently filed periodic report under the Exchange ActAct and in the Preliminary Prospectus and Prospectus and (ii) of no change in the Company and its Subsidiaries Company’s internal control over financial reporting that have has materially affected, or are is reasonably likely to materially affect, the Company’s internal control over financial reporting of reporting, except as disclosed in the Company most recently filed periodic report under the Exchange Act and its Subsidiariesin the Preliminary Prospectus and Prospectus.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are is in material compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient designed to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially adversely affected, or are is reasonably likely to materially adversely affect, the internal control over financial reporting of the Company and its SubsidiariesCompany.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Pubco is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain Pubco maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Pubco has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Pubco and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Pubco in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The CompanyPubco’s certifying officers have evaluated the effectiveness of the Pubco’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Pubco’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Pubco presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Pubco’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Pubco’s internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Parent is in material compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Parent has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Parent and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The CompanyParent’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company Parent and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Parent presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries Parent that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its SubsidiariesParent.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Purchaser is in compliance compliance, in all material respects, with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing Dateto it. The Company and the Subsidiaries maintain Purchaser maintains a system of internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Purchaser has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Purchaser and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Purchaser, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Purchaser’s most recently filed periodic report under the Exchange Act Act, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and formsbeing prepared. The CompanyPurchaser’s certifying officers have evaluated the effectiveness of the Purchaser’s disclosure controls and procedures of the Company and the Subsidiaries as of a date prior to the end filing date of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Purchaser presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the Purchaser’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Purchaser’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially affect, the Purchaser’s internal control over financial reporting reporting. Since September 30, 2008, (A) neither the Purchaser nor any of its Subsidiaries nor, to the knowledge of the Company Purchaser, any director, officer, employee, auditor, accountant or representative of the Purchaser or any of the Subsidiaries of the Purchaser has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Purchaser or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Purchaser or any Subsidiary of the Purchaser, whether or not employed by the Purchaser or any Subsidiary of the Purchaser, has reported evidence of a material violation of securities Laws, material breach of fiduciary duty or similar violation by the Purchaser or any of its Subsidiariesofficers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Purchaser.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with any and all the applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that are effective 2002, as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing Dateamended. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that assurances that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable securities laws and U.S. GAAP and to maintain asset accountabilityaccountability for assets, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Subsidiaries, and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its or the Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its SubsidiariesCompany.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective 2002, as of amended, except as disclosed in the date hereofSEC Reports, the Registration Statement, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Closing DateProspectus. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic annual report on Form 20-F under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its the Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its the Subsidiaries.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Pubco is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain Pubco maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Pubco has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Pubco and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Pubco in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the CommissionSEC’s rules and forms. The CompanyPubco’s certifying officers have evaluated the effectiveness of the Pubco’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Pubco’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Pubco presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Pubco’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the Pubco’s internal control over financial reporting of the Company and its Subsidiariesreporting.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are Buyer is in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 2002, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission SEC thereunder that are effective as of the date hereof and as of the Closing Date. The Company , and the Subsidiaries maintain Buyer maintains a system of internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have Buyer has established disclosure controls and procedures ([as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) ] for the Company and the Subsidiaries Buyer and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Buyer in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the CommissionSEC’s rules and forms. The CompanyBuyer’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries Buyer as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Buyer presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are is reasonably likely to materially affect, the internal control over financial reporting of the Company and its SubsidiariesBuyer.

Xxxxxxxx-Xxxxx; Internal Accounting Controls. The Company and the Subsidiaries are American Exploration is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 that which are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective to it as of the Closing Date. The Company and the Subsidiaries maintain American Exploration maintains a system of internal accounting controls sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with management’s general or specific authorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ciii) access to assets is permitted only in accordance with management’s general or specific authorization, and (div) 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 Company and the Subsidiaries have American Exploration has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries American Exploration and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company American Exploration in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported reported, within the time periods specified in the Commission’s rules and forms. The CompanyAmerican Exploration’s certifying officers have officer has evaluated the effectiveness of the American Exploration’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the American Exploration’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company American Exploration presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers officer about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the American Exploration’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have has materially affected, or are is reasonably likely to materially affect, the American Exploration’s internal control over financial reporting of the Company and its Subsidiariesreporting.