Common use of Disclosure Controls and Procedures and Internal Control Over Financial Reporting Clause in Contracts

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Parent (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting as defined in and required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Since the Applicable Date, Parent’s disclosure controls and procedures have been reasonably designed to provide reasonable assurance that (i) all material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of Parent included in the Parent Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of Parent and its Subsidiaries. (b) Since the Applicable Date, Parent has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Parent Board, (i) any “significant deficiencies” in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information. (c) Since the Applicable Date and prior to the date of this Agreement, Parent has not received any complaints regarding material violations of or deficiencies in Parent’s accounting controls, internal accounting controls or auditing matters that have not been reported to the audit committee of the Parent Board.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. Parent has established and maintains “disclosure controls and procedures” (a) Parent (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting as defined in Rules 13a-14(c) and required by Rule 13a-15 or Rule 15d-15 under 15d-14(c) of the Exchange Act. Since the Applicable Date, Parent’s disclosure controls and procedures have been reasonably ) that are designed to provide reasonable assurance that information (iboth financial and non-financial) all material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to Parent’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of Parent included in the Parent Reports management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant with respect to Sections 302 and 906 such reports. As of December 31, 2006, there were no “material weaknesses” in Parent’s or any of the Parent Subsidiaries’ internal controls as contemplated under Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of Parent and its Subsidiaries. (b) Since the Applicable Date, . Parent has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to (as defined in Rule 13a-15(f) of the date of this AgreementExchange Act) by its chief executive officer and chief financial officer, to Parent’s auditors and the audit committee of the Parent Board, Board (ia) any “significant deficiencies” deficiencies in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in Parent’s internal controls control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information. (c) Since information and has identified for the Applicable Date and prior to the date of this Agreement, Parent has not received any complaints regarding material violations of or deficiencies in Parent’s accounting controls, internal accounting controls or auditing matters that have not been reported to the auditors and audit committee of the Parent BoardBoard any material weaknesses in its internal control over financial reporting and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Since the date of Parent’s most recent evaluation of internal control over financial reporting, to the knowledge of Parent, no facts or circumstances have arisen or occurred that would be required to be disclosed to Parent’s auditors or Parent’s audit committee regarding (x) a significant deficiency in the design or operation of its internal control over financial reporting, (y) a material weakness in its internal control over financial reporting or (z) fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Public Parent (with respect to itself maintains, and, at all times since the Applicable Date, has maintained “disclosure controls and its consolidated Subsidiaries) maintains internal control over financial reporting procedures” required and as defined in and required by Rule 13a-15 or Rule 15d-15 15d-15, as applicable, under the Exchange Act. Since Act and in National Instrument 52-109 –Certification of Disclosure in Issuers’ Annual and Interim Filings, as applicable, that are reasonably designed to ensure that all information required to be disclosed in the Applicable DatePublic Parent Reports is recorded, Parent’s disclosure controls processed, summarized and procedures have been reasonably reported within the time periods specified in the rules and forms of the SEC and Canadian Securities Regulators, as applicable. (b) Public Parent maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, as applicable) designed to provide reasonable assurance that (i) all material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of Parent included in the Parent Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedIFRS, (iiiii) transactions that receipts and expenditures of Public Parent are executed being made only in accordance with the authorization authorizations of management of Public Parent and the board of directors of Public Parent and (iviii) reasonable regarding prevention and or timely detection of the unauthorized acquisition, use or disposition of the Public Parent’s and Public Parent’s Subsidiaries’ properties and assets of Parent and its Subsidiariesor assets. (bc) Since Public Parent’s management has completed an assessment of the Applicable Dateeffectiveness of Public Parent’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2022, and such assessment concluded that those controls were effective. Public Parent has disclosed, based on the its most recent evaluation of its disclosure controls and procedures and Public Parent’s internal control over financial reporting prior to the date of this Agreement, to Public Parent’s auditors independent registered public accounting firm and the audit committee of the Parent Board, Audit Committee (i) any “significant deficiencies” deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, as applicable) that are reasonably expected likely to adversely affect Public Parent’s ability to record, process, summarize and report financial information and (ii) any fraud whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over the preparation of financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information. (c) Since statements or the Applicable Date and prior to the date of this Agreement, Parent has not received any complaints regarding material violations of or deficiencies in Parent’s accounting controls, internal accounting controls or auditing matters that have not been reported utilized by Public Parent and Public Parent’s Subsidiaries. Public Parent has made available to the audit committee Company a summary of any such disclosures made by management to Public Parent’s independent registered public accounting firm and the Parent BoardAudit Committee since the Applicable Date.