Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 31, 2019 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 31, 2019, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31, 2019 through the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s the management of Parent GP as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January Management of Parent GP has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20192020, Parent’s principal executive officer and such assessment concluded that such controls were effective. Based on its principal most recent evaluation of internal controls over financial officer have reporting prior to the date hereof, management of Parent GP has disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Parent GP Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls control over financial reporting reporting, and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31each such deficiency, 2019 through weakness and fraud so disclosed to auditors, if any, has been disclosed to the Partnership prior to the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 31, 2019 2016 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 31, 20192016, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31, 2019 2016 through the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20192014, Parent’s principal executive officer and such assessment concluded that such controls were effective. Based on and with respect to its principal most recent evaluation of internal controls over financial officer have reporting prior to the date hereof, management of Parent has disclosed to Parent’s auditors and the audit committee of Parent’s board the Parent Board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls control over financial reporting reporting, and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31each such deficiency, 2019 through weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 311, 2019 2016 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes 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 material information is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act. Since January 311, 20192016, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 311, 2019 2016 through the date hereof, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s the management of Parent GP as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January Management of Parent GP has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20192022, Parent’s principal executive officer and such assessment concluded that such controls were effective. Based on its principal most recent evaluation of internal controls over financial officer have reporting prior to the date hereof, management of Parent GP has disclosed to Parent’s auditors and the audit committee of Parent’s board of directors the Parent GP Board (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to report financial information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls control over financial reporting reporting, and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31each such deficiency, 2019 through weakness and fraud so disclosed to auditors, if any, has been disclosed to the Partnership prior to the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. (a) Parent has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January The management of Parent has completed its assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20192006, and such assessment concluded that such controls were effective. To the knowledge of Parent’s principal executive officer and , it has disclosed, based on its principal financial officer have disclosed most recent evaluations, to Parent’s outside auditors and the audit committee of Parent’s the board of directors of Parent (the material circumstances of which (if anyA) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reportingreporting and any material weaknesses, which have more than a remote chance to materially adversely affect Parent’s ability to record, process, summarize and report financial data (iias defined in Rule 13a-15(f) of the Exchange Act) and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls over financial reporting and reporting. (iiib) any written claim or allegation regarding clauses (i) or (ii). Since January 311, 2019 through 2006, to the date hereofknowledge of Parent, neither Parent nor any of its subsidiaries nor any director, officer, employee, auditor, accountant or representative of Parent Subsidiary or any of its subsidiaries has received or otherwise had or obtained knowledge of any material, unresolved material complaint, allegation, assertion or claim claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries, including any material complaint, allegation, assertion or claim that Parent Subsidiary or their respective any of its subsidiaries has a “significant deficiency” or “material weakness” (as such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof), in Parent’s internal accounting controlscontrols over financial reporting.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 311, 2019 2023 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 311, 20192023, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 311, 2019 2023 through the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent Hurricane has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to Hurricane and its Subsidiaries and as otherwise as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s Hurricane's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent Hurricane in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s Hurricane's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"). Hurricane, each Hurricane Subsidiary and each of their respective officers and directors in their capacities as such are in material compliance with, and, since December 31, 2014, have materially complied with the applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Exchange Act. Since January 31Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, 2019, Parent’s principal executive officer and its principal financial officer have Hurricane's management has disclosed to Parent’s Hurricane's auditors and the audit committee of Parent’s board the Hurricane Board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting that are reasonably likely to adversely affect in any material respect Hurricane's ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Hurricane's internal controls control over financial reporting reporting, and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31each such deficiency, 2019 through weakness and fraud so disclosed to auditors, if any, has been disclosed to Cyclone prior to the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January Management of Parent has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of December 31, 20192023, Parent’s principal executive officer and such assessment concluded that such controls were effective. Based on its principal most recent evaluation of internal controls over financial officer have reporting prior to the date hereof, management of Parent has disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reportingreporting that are reasonably likely to adversely affect in any material respect 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 the CompanyParent’s internal controls control over financial reporting reporting, and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31each such deficiency, 2019 through weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent The Company has established and maintains, and at all times since January 311, 2019 2016 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ParentThe Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes 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 material information is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act. Since January 311, 20192016, Parentthe Company’s principal executive officer and its principal financial officer have disclosed to Parentthe Company’s auditors and the audit committee of Parent’s board the Company Board of directors Directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Parent prior to the date hereof) ) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 311, 2019 2016 through the date hereof, neither Parent the Company nor any Parent Company Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent the Company or any Parent Company Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. (a) Parent has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January The management of Parent has completed its assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20192009, and such assessment concluded that such controls were effective. To the knowledge of Parent’s principal executive officer and , it has disclosed, based on its principal financial officer have disclosed most recent evaluations, to Parent’s outside auditors and the audit committee of Parent’s the board of directors of Parent (the material circumstances of which (if anyA) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reportingreporting and any material weaknesses, which have more than a remote chance to materially adversely affect Parent’s ability to record, process, summarize and report financial data (iias defined in Rule 13a-15(f) of the Exchange Act) and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls over financial reporting and reporting. (iiib) any written claim or allegation regarding clauses (i) or (ii). Since January 311, 2019 through 2009, to the date hereofknowledge of Parent, neither Parent nor any of its subsidiaries nor any director, officer, employee, auditor, accountant or representative of Parent Subsidiary or any of its subsidiaries has received or otherwise had or obtained knowledge of any material, unresolved material complaint, allegation, assertion or claim claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries, including any material complaint, allegation, assertion or claim that Parent Subsidiary or their respective any of its subsidiaries has a “significant deficiency” or “material weakness” (as such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof), in Parent’s internal accounting controlscontrols over financial reporting.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 311, 2019 2022 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 311, 20192022, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting, (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting and (iiic) any written claim or allegation regarding clauses clause (ia) or (iib). Since January 311, 2019 through the date hereof2022, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 31, 2019 2017 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 31, 20192017, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting and (iiic) any written claim or allegation regarding clauses clause (ia) or (iib). Since January 31, 2019 through the date hereof2017, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. (a) Parent has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 31, 2019, Parent’s Each of the principal executive officer and its the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company) has made all certifications required under Sections 302 and 906 of the Sarbanes Oxley Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has not disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Parent Board (i) any significant deficiencies and or material weaknesses in the design or operation of internal controls over financial reporting, reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to report financial information or (ii) any fraud or allegations of fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls control over financial reporting reporting, and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31each such deficiency, 2019 through weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. (c) Since January 1, neither 2020 through the Put Option Date, none of Parent nor or any Parent Subsidiary of its Subsidiaries has received any material, unresolved written material complaint, allegation, assertion or claim regarding the financial accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or any material complaint, allegation, assertion or claim from employees of Parent Subsidiary or their respective internal any of its Subsidiaries regarding questionable financial accounting controlsor auditing matters with respect to Parent or any of its Subsidiaries.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20192018, Parent’s principal executive officer and such assessment concluded that such controls were effective. Based on its principal most recent evaluation of internal controls over financial officer have reporting prior to the date hereof, management of Parent has disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, in each case, that was disclosed to Parent’s auditors or the Company’s audit committee of the Parent Board in connection with its most recent evaluation of internal controls over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 31, 2019 through prior to the date hereof, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent NIC has established and maintains, and at all times since January 311, 2019 2019, has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of NIC’s financial reporting and the preparation of NIC’s financial statements for external purposes in accordance with GAAP. ParentNIC’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent NIC in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to ParentNIC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 311, 20192018, ParentNIC’s principal executive officer and its principal financial officer officer, based on their most recent evaluation prior to the date of this Agreement, have disclosed to ParentNIC’s auditors and the audit committee of Parent’s board the NIC Board of directors Directors (the material circumstances of which disclosure (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereofTyler) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyNIC’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses clause (i) or (ii), in each case, that has not been subsequently remedied. Since January 311, 2019 through the date hereof2018, neither Parent NIC nor any Parent NIC Subsidiary has received any material, unresolved written complaint, allegation, assertion assertion, or claim regarding the accounting or auditing practices, procedures, methodologies methodologies, or methods of Parent NIC or any Parent NIC Subsidiary or their respective internal accounting controls, in each case, that has not been subsequently resolved.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 311, 2019 2022 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 311, 20192022, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (ia) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting, (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting and (iiic) any written claim or allegation regarding clauses clause (ia) or (iib). Since January 311, 2019 through the date hereof2022, neither Parent nor any Parent Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Internal Controls and Procedures. Parent has established and maintains, and at all times since January 31, 2019 has maintained, maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (eRule 13a-15(e) and (f), respectively, of Rule 13a-15 ) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes 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 material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 31Without limiting the generality of the foregoing, 2019, Parent’s principal executive officer Parent and its principal financial officer have disclosed Subsidiaries maintain a system of internal accounting controls sufficient to Parentprovide reasonable assurance that (a) transactions are executed in accordance with management’s auditors and the audit committee of Parent’s board of directors general or specific authorizations; (the material circumstances of which (if anyb) and significant facts learned during the transactions are recorded as necessary to permit preparation of such disclosure have been made available 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. Parent has delivered to the Company prior to the date hereof) (i) complete and accurate copies of notices from its independent auditor of any significant deficiencies and or material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls control over financial reporting and (iii) any written claim or allegation regarding clauses (i) or (ii). Since January since December 31, 2019 through the date hereof, neither Parent nor 2003 and any Parent Subsidiary has received other management letter or similar correspondence from any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods independent auditor of Parent or any of its Subsidiaries since December 31, 2002. Parent Subsidiary has implemented such programs and taken such steps as it believes are necessary to effect compliance with all provisions of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act that are applicable to Parent and has not received, orally or their respective internal accounting controlsin writing, any notification that its independent auditor (i) believes that Parent will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto.

Internal Controls and Procedures. Parent NIC has established and maintains, and at all times since January 311, 2019 2019, has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of NIC’s financial reporting and the preparation of NIC’s financial statements for external purposes in accordance with GAAP. ParentNIC’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent NIC in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to ParentNIC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 311, 20192018, ParentNIC’s principal executive officer and its principal financial officer officer, based on their most recent evaluation prior to the date of this Agreement, have disclosed to ParentNIC’s auditors and the audit committee of Parent’s board the NIC Board of directors Directors (the material circumstances of which disclosure (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) Tyler) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyNIC’s internal controls over financial reporting and (iii) any written claim or allegation regarding clauses clause (i) or (ii), in each case, that has not been subsequently remedied. Since January 311, 2019 through the date hereof2018, neither Parent NIC nor any Parent NIC Subsidiary has received any material, unresolved written complaint, allegation, assertion assertion, or claim regarding the accounting or auditing practices, procedures, methodologies methodologies, or methods of Parent NIC or any Parent NIC Subsidiary or their respective internal accounting controls, in each case, that has not been subsequently resolved.